This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (“Products”) listed on our website www.benders.co.uk (“our site”) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked “I Accept” at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1. INFORMATION ABOUT US
1.1 www.benders.co.uk is a site operated by Benders Paper Cup Company (“we”). We are registered in England and Wales under company number 01816910 and with our registered office at Gresford Industrial Park, Chester Road, Wrexham, LL12 8LX (which is also our main trading address). Our VAT number is .
1.2 We are a limited company.
2. YOUR STATUS
By placing an order through our site, you warrant that:
2.1.1 you are legally capable of entering into binding contracts;
2.1.2 you are placing that order on behalf of a business and not as a consumer; and
2.1.3 you have authority to place that order.
3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (the “Dispatch Confirmation”). The contract between us (“Contract”) will only be formed when we send you the Dispatch Confirmation.
3.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
4 OUR STATUS
We may also provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely. This disclaimer does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.
5. AVAILABILITY AND DELIVERY
5.1 Time shall not be of the essence with regard to delivery and any delivery date set out in the dispatch confirmation or elsewhere are estimates only.
5.2 Delivery shall take place at the premises set out in the Dispatch Confirmation.
5.3 We will if possible carry out any tests that you reasonably require to be carried out on the goods prior to delivery at your expense. We will, on your request, supply a written report of any such test. The results of any test shall be conclusive.
5.4 If you do not accept delivery of the Products or we are unable to deliver the Products due to any act or omission on your part, risk in those Products will pass to you and you will be liable for any and all additional costs incurred including, but not limited to, those arising from storage and delivery thereof.
5.5 Where we provide you with free napkin dispensers, pallets or other equipment, these remain our property and you must return these promptly and in any event immediately on our request and if you fail to do so we may charge you the retail price for such goods if one exists or otherwise the cost of replacement.
6. RISK AND TITLE
6.1 Subject to clause 5.3, the Products will be at your risk from the time of delivery.
6.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
[How will payment take place? – If not prior to delivery further terms regarding ownership will be required]
7. PRICE AND PAYMENT
7.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
7.2 These prices include VAT [Please confirm] but exclude packing and delivery costs, which will be added to the total amount due [Please confirm].
7.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
7.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product´s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
7.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
7.6 [Payment for all Products must be by credit or debit card at the time of order]. [Please confirm how payments will be made/processed].
7.7 All payments shall be made without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise.
7.8 Time for payment shall be of the essence and no payment shall be deemed to have been received until we have received cleared funds.
7.9 If you fail to pay us any sum due you will be liable to pay interest to us on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of National Westminster Bank plc accruing on a daily basis until payment is made, whether before or after any judgment.
8. OUR LIABILITY
8.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality within the meaning of the Sale of Goods Act 1994.
8.2 All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law, excluded from the Contract.
8.3 Our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the price paid for the Product you purchased.
8.4 If any Products do not conform with the warranty at clause 8.1 we shall at our sole discretion repair or replace such Products (or the defective part) or refund the price of such Products at the pro rata Contract rate provided that if we so request you shall return the Products to us at your expense and shall have no further liability for a breach of the warranty at 8.1 in respect of such Products.
8.5 We shall not be liable for a breach of the warranty in clause 8.1 unless you give us written notice of the defect within 7 days of the time when you discover the defect or ought to have discovered the defect or in the event of non delivery or late delivery within 3 days of the date on which the Products should have been delivered.
8.6 We will endeavour to match colours in printing designs and logos onto the goods but no warranty is given in respect of this.
8.7 Where Products are supplied by us with barcode identification reasonable efforts shall be made to ensure such codes are clear and decipherable however we shall not be liable for any loss arising from unreadable or indecipherable barcodes.
8.8 We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:
8.8.1 loss of income or revenue;
8.8.2 loss of business;
8.8.3 loss of profits or contracts;
8.8.4 loss of anticipated savings;
8.8.5 loss of data, or
8.8.6 waste of management or office time
however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8.9 These Terms and Conditions of Supply shall not limit in any way our liability:
8.9.1 for death or personal injury caused by our negligence;
8.9.2 for fraud or fraudulent misrepresentation; or
8.9.3 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
You shall indemnify us against all loss (including loss of profit) or expense however indirect or remote resulting from cancellation or other breach of the Contract by you.
10. IMPORT DUTY [CONSIDER LIMITING SALES TO COUNTRIES FOR PRACTICALITY AND TO ENSURE LEGAL COMPLIANCE]
10.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
10.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
11 DATA PROTECTION ACT 1998
11.1 In compliance with the Data Protection Act 1998, customers operating as a partnership or sole trader are hereby given notice that we may transfer information about you to our bankers/financiers for the purposes of supplying the goods and for the following purposes:
11.1.1 obtaining credit insurance;
11.1.2 making credit reference agency searches;
11.1.3 credit control;
11.1.4 assessment and analysis (including credit scoring, market, product and statistical analysis);
11.1.5 securitisation; and
11.1.6 protecting our interests.
11.2 We will provide you with details of our bankers/financiers and that of any credit reference agencies used on request.
12. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. 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. This condition does not affect your statutory rights.
All notices given by you to us must be given to Benders Paper Cup Company at [email protected] [please confirm whether you would prefer to receive such communications by post]. 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 assigns.
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 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
15.2.5 Impossibility of the use of public or private telecommunications networks.
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 and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
16.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of these terms and conditions shall 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 and Conditions 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 and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
18.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
18.3 We shall not have any remedy in respect of any untrue statement made by us, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and your only remedy shall be for breach of contract as provided in these terms and conditions.
18.4 All illustrations and specifications relating to the Products are approximate only and we reserve the right to make such alterations as we think fit. Performance figures are approximate and not to be relied on.
19 OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
19.1 We have the right to revise and amend these terms and conditions from time to time.
19.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
20 LAW AND JURISDICTION
Contracts for the purchase of Products through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales.