These terms and conditions (the “Terms and Conditions”), with the Sections comprised within them are, together, the agreement between: (1) GIBB TOOLS LIMITED, a limited company registered in Scotland under company registration number SC098530, and whose registered address is at 271 King Street, Aberdeen, AB24 5AN, United Kingdom (“we”, “us”, “our”, and the respective derivatives of those expressions); and (2) you (“you”) as a user of this website, https://www.qualitectools.com (the “Website”) and/or a purchaser of any of the goods advertised on this Website (the “Goods”).

Section I: Website Terms of Use

1. The terms of use for the Website detailed in this Section I (the “Terms of Use”) detail how you can use our Website.

2. The “use” of this Website includes accessing, browsing or registering to use this Website.

3. Please read these Terms of Use carefully before you start to use this Website, as these Terms of Use will apply to any use by you of this Website. By using this Website, you will be deemed to accept the Terms and Conditions (including these Terms of Use), and that you agree to comply with the same.

4. You must not use this Website if you do not agree to be bound by these Terms and Conditions (including these Terms of Use).

5. Please note that we may revise these Terms and Conditions (including these Terms of Use) from time to time by amending this page. Please check this page periodically in order to take notice of any such changes, as you will be bound by those changes if you use this Website.

6. Please also check:
   1. our privacy policy set out at https://www.qualitectools.com/pages/privacy-policy (the “Privacy Policy”), which details the basis upon which we will process any of the personal data that we collect from you or which you notify to us in accordance with United Kingdom Data Protection Act 2018, European Union Regulation 2016/679 and European Union Directive 2002/58/EC (the “Data Protection Legislation”); and
   2. our policy on any cookies on this Website set out at https://www.qualitectools.com/pages/cookie-policy (the “Cookie Policy”)

   (together, the “Policies”),

   and you acknowledge that, by accepting these Terms of Use and/or the Terms of Purchase, you are agreeing to the Policies, which shall be deemed to be incorporated into these Terms and Conditions by reference.

7. If you wish to purchase any Goods from us, please check our Terms of Purchase set out in Section II below (the “Terms of Purchase”).

8. We may update this Website or otherwise change its content at any time. It is acknowledged that this Website may be out of date, but there is no obligation for us to update it. It is further acknowledged that we do not guarantee that this Website, or any part of it, is free from any faults.

9. There is no guarantee that this Website, or any part of it, will be provided on a continuous and uninterrupted basis. It is therefore possible that, at any given time, you may not be able to access this Website, or that you access will only be partial and/or of a temporary nature.

10. We are entitled to amend, discontinue, interrupt, suspend or withdraw this Website, or any part of it at any time without giving notice of the same to you. However, we will not be liable to you in the event that this Website (or any part of it) is unavailable at any time.

11. You can use this Website free of charge at any time, but subject always to any constraints on your use of it that we might apply pursuant to these Terms of Use, the Terms of Purchase or the Policies, as the case may be.

12. It is acknowledged that you are responsible for making all arrangements that may be necessary to enable you to have access to this Website.

13. You are responsible for ensuring that any person other than yourself who accesses this Website through your internet connection is aware of these Terms and Conditions (including these Terms of Use), and that you procure the compliance by any such person with the same.

14. If you select, or we provide you with, any identification code, password or any other access key or facility as part of our security processes (together, the “Security Code”), then you must treat the same as confidential to yourself and not disclose the same to any other person.

15. We are entitled to disable any Security Code, and therefore prevent you from ordering and purchasing any Goods at any time if we have reasonable grounds for believing it is necessary for us to do so. Similarly, we are entitled to prevent you from using this Website at all if we have reasonable grounds for considering it necessary for us to do so.

16. You must notify us promptly via this Website immediately if you become aware that your Security Code is, or is likely to be, compromised.

17. We have full right and title to all of the intellectual property rights, including patents, copyright, trade marks, design rights, database rights, know-how or other rights, whether registered or unregistered in all jurisdictions (together, the “IPR”) in this Website; accordingly, all of our rights are reserved.

18. You are, in the course of your using this Website, permitted to:
    1. utilise this Website in accordance with the processes detailed within it;
    2. print copies or download portions of its contents for your own personal and/or internal business use; and
    3. draw the attention of your work colleagues to its contents.

19. You are not permitted, in the course of your using this Website, to:
    1. reproduce the contents of this Website other than for your own personal and/or internal business use;
    2. incorporate any of the contents of this Website in any other website, retrieval system, publication or otherwise;
    3. use, modify, disassemble, decompile or reverse engineer any part of the contents of this Website for any commercial purpose without our prior written consent or that of the applicable licensor;
    4. amend any of the contents of this Website, including by way of using any illustrations or marks other than in the context in which they have been provided in this Website; and
    5. fail to acknowledge our status as the authors and owners of this Website and/or its contents, including by way of removing any copyright notice,

    and if your use of this Website is in breach of this Clause 19 of these Terms of Use you must, at our option, promptly deliver up or destroy any reproductions that you have made of it.

20. All information set out in this Website has been provided by us in good faith and on an ‘as is’ basis, and may be used by you for information purposes only and in accordance with these Terms of Use. Accordingly:
    1. we do not warrant, represent or undertake that the content of this Website is accurate, current or complete; and
    2. no such content should be treated by you as advice on which you can or ought to rely, and if you do wish to rely upon it, you should seek appropriate advice.

21. The liability of you and us in connection with these Terms of Use cannot be limited with respect to:
    1. death or personal injury attributable to negligence;
    2. fraud;
    3. fraudulent misrepresentation; or
    4. any other liability that cannot be limited as a matter of law.

22. All conditions, representations, warranties and other terms, whether express or implied, in connection with your use of this Website and these Terms of Use, are excluded to the fullest extent permitted by law, subject to Clause 21 of these Terms of Use.

23. Subject to Clause 21 of these Terms of Use, we are not liable to you for any loss, damage, cost, expense, claim or otherwise suffered by you in connection with your use of, or inability to use, this Website, whether any such liability arises in contract, delict (including negligence), breach of statutory duty, misrepresentation, indemnity or otherwise, and even if any such liability is foreseeable.

24. If you are not a personal consumer, it is acknowledged that we are not liable to you (to the maximum extent permitted by law and subject to Clause 21 of these Terms of Use) for:
    1. any loss of actual or anticipated profits;
    2. any loss of actual or anticipated savings;
    3. loss of business;
    4. loss of revenue;
    5. loss of goodwill and reputation; or
    6. loss of, or damage to, data, arising in connection with your use of this Website.

25. If you are not a personal consumer, it is acknowledged that we are not liable to you (to the maximum extent permitted by law and subject to Clause 21 of these Terms of Use) for any consequential or indirect loss or damage, however caused, arising in connection with your use of this Website.

26. If you are a personal consumer, it is acknowledged that we are not liable to you (to the maximum extent permitted by law and subject to Clause 21 of these Terms of Use) for:
    1. any loss of actual or anticipated profits;
    2. any loss of actual or anticipated savings;
    3. loss of business;
    4. loss of revenue;
    5. loss of goodwill and reputation; or
    6. loss of, or damage to, data, arising in connection with your use of this Website.

27. It is acknowledged that, subject to Clause 21 of these Terms of Use, we shall have no liability for the content of any websites that are linked on this Website, all such links being provided for your information only and should not be deemed to have been endorsed by us.

28. If you are intending to purchase any Goods through this Website, the liability provisions detailed in the Terms of Purchase will apply.

29. If you upload any content onto this Website, you must at all times adhere to the requirements of these Terms of Use. By uploading any such content you warrant, represent and undertake that you are compliant with these Terms of Use, but if it transpires that you have effected any such upload in breach of these Terms of Use, you will indemnify, keep indemnified and hold us harmless against any loss, damage, cost, expense, claim or otherwise suffered by us on account of any such breach. If you are not a business user of this Website, this means that you will be liable to us for any loss, damage, cost, expense, claim or otherwise that we suffer on account of any such breach by you.

30. Any content you upload onto this Website will not be treated as confidential or proprietary to you. Accordingly, we shall have the right to utilise any such content of yours for any purpose, including by means of disclosing your identity to a third party in the event that it is alleged that any such upload of yours infringes, or might infringe, the IPR of any such third party. We shall have the right to remove any upload of yours if we consider it does not comply with these Terms of Use. We shall exercise our rights pursuant to this Clause 30 of these Terms of Use to the extent that we are permitted to do so as a matter of law or regulation.

31. We are not responsible or liable for the content that you upload onto this Website, and it is acknowledged that any views that are expressed by you in any such content are yours alone and do not represent us in any way.

32. We do not guarantee that this Website is free from adware, bugs, keystroke loggers, logic bombs, malware, time bombs, Trojan horses, spyware, viruses, worms or other defects (together, “Harmful Code”); accordingly, you will need to rely upon your own configuration and virus protection or other technology in your use of this Website.

33. If you wish to create a link to this Website you must do so in a manner that is fair, and which is not in breach of any law or regulation, but you must not do so:
    1. in a manner which implies any approval, association or endorsement by us of or with you;
    2. on any website or other facility that is not owned by you;
    3. of any part of this Website other than the home page;
    4. by means of any deep link, save unless we have first given our consent to any such deep link; or
    5. other than in accordance with these Terms of Use,

    and we can withdraw our consent to your having established any such link at any time and without our giving you notice of that decision.

34. You may use this Website only for lawful purposes, and you shall not use it (whether knowingly or unknowingly), or upload content or other material of any kind into it (whether knowingly or unknowingly) which is, or which could be construed as:
    1. breaching in any manner any relevant local, national or international law or regulation, or the order or direction of any court, tribunal or regulatory authority of competent jurisdiction, including any breach of:
       1. all applicable laws, statutes and regulations connected with anti-bribery and anti-corruption (including the United Kingdom Bribery Act 2010) (together, the “Anti-Bribery Laws”);
       2. the export control regulations of the European Union, the United Kingdom, the United Nations, the United States of America and any other jurisdictions (together, the “Export Controls”);
       3. any form of sanction, embargo or other inhibition administered by the European Union, the United Kingdom, the United Nations, the United States of America and any other jurisdiction (together, the “International Restrictions”); and
       4. the United Kingdom Modern Slavery Act 2015;
    2. fraudulent, or which has a fraudulent effect;
    3. being used to impersonate a person or to misrepresent the status of any person;
    4. being defamatory or repeating criminal accusations;
    5. being obscene, pornographic or sexually explicit;
    6. being threatening, abusive, offensive, inflammatory or hurtful, and which might embarrass, annoy or alarm any person;
    7. being likely to cause annoyance, anxiety or inconvenience to any person;
    8. being violent, or which encourages or promotes violence;
    9. being profane;
    10. being discriminatory, with respect to race, sex, sexual orientation, gender, religion, nationality, disability or age;
    11. infringing, or purporting to infringe, the IPR of any person;
    12. being deceitful or misleading;
    13. being intended to harm, or which harms, minors or vulnerable adults in any way;
    14. being likely compromise the privacy or personal data of any person (including by means of any actual or purported breach of the Data Protection Legislation);
    15. being illegal or which assists in the commission, encourages or promotes any illegal act
    16. attacking this Website by means of a denial of service attack, it being acknowledged that any such misuse could constitute an infringement by you of the United Kingdom Computer Misuse Act 1990, as amended, with its associated criminal liabilities, or otherwise breaching that statute;
    17. amounting to a breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidentiality;
    18. sending, receiving, uploading, downloading, using or re-using any material which does not adhere with these Terms of Use;
    19. procuring, sending or transmitting unsolicited messages or other promotional materials; or
    20. giving the recipient of the relevant materials the impression that those materials have been generated by us;
    21. commenting adversely about us or our licensors and suppliers;
    22. attempting to gain unauthorised access to this Website, or to the database or server to which it is connected; or 
    23. knowingly or unintentionally importing or sending any Harmful Code or doing anything which might impair the efficacy of this Website,

    and in the event of any breach by you of this Clause 34 of these Terms of Use, whether deliberate or not, your right to use this Website will cease with immediate effect.

35. In utilising this Website and uploading content of any kind into it, you must:
    1. ensure that the information you upload is accurate, current and complete;
    2. ensure that any opinions articulated by you are genuine and do not contravene Clause 34 of these Terms of Use; and
    3. comply with all applicable local, national or international laws and regulations, and the orders and directions of any court, tribunal or regulatory authority of competent jurisdiction, including the Anti-Bribery Laws, the Export Controls, the International Restrictions and the United Kingdom Modern Slavery Act 2015.

36. In the event that we provide an interactive service of any kind as part of this Website, we will notify you of the terms on which that service is to be provided, but it is acknowledged that we shall not be under any obligation to monitor or moderate any such service and, accordingly, we shall have no liability to you in respect of the same. The use of any such interactive service by a minor will be subject to the consent and supervision of the parents or guardian of that minor, and any such parent or guardian will need to convey to the minor for whom they are responsible the need for caution and safety in the use of the service, as is possible that issues might arise even if the service is moderated.

37. In using this Website you must adhere to both the spirit and the letter of these Terms of Use.

38. You acknowledge that we do not wish to receive any confidential or proprietary information or yours or your business through this Website, save to the extent that you have to provide any such information to allow us to process your Order(s).

39. When you send us any materials, remarks, proposals, graphics or other information through this Website, it is acknowledged that you provide us with an unrestricted, non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy, display, perform, modify, transmit and distribute the same (including in respect of any IPR in the same) to the extent that we are permitted to do so as a matter of law or regulation. It is further acknowledged that we shall not divulge your name or otherwise indicate that any such materials, remarks, proposals, graphics or other information was supplied by you without your prior written consent (which shall not be unreasonably withheld or delayed).

40. We will, from time to time, assess whether or not your use of this Website infringes these Terms of Use, or these Terms and Conditions more generally, and if we have grounds for supposing that you have committed, or are likely to commit, a breach of the same, you acknowledge that we may take such action as we deem appropriate and necessary, including by means of:
    1. an immediate permanent or temporary suspension or termination of your right to use this Website (and, therefore, the suspension or termination of your Account);
    2. the immediate permanent or temporary removal of any material uploaded by you into this Website;
    3. issuing a warning to you;
    4. taking legal action against you for the recovery, on an indemnity basis, of any loss, damage, cost, expense, claim, fine, regulatory penalty or other sanction or otherwise suffered by us on account of your breach;
    5. taking any other legal action against you, including by means of seeking equitable relief;
    6. the disclosure of any such materials or other information about you to any court, tribunal, regulatory, security or police authority of competent jurisdiction with or without your knowledge; and
    7. all or any combination of these actions.

41. It is acknowledged that we are entitled to amend these Terms of Use at any time, and we are not obliged to notify you in the event that we do so. You should therefore check these Terms of Use from time to time in order to take notice of any changes we have made to it, as they will be binding upon you whenever you use this Website. It is also acknowledged that certain elements of these Terms of Use may be superseded by other provisions detailed on this Website.

42. If you are a business user and have any issues with this Website, please contact us by using the contact details provided on this Website.

43. Any failure on our part to exercise any of our rights under these Terms of Use shall not waive our ability to enforce any such right.

44. These Terms of Use are governed by the laws of Scotland, and are subject to the non-exclusive jurisdiction of the courts of Scotland.

 

Section II: Terms of Purchase

1. It is acknowledged that all orders for the provision to you of any Goods accepted by us are subject to these Terms of Purchase. Accordingly, no other terms and conditions will apply to the provision of any Goods unless first agreed to in writing by a duly appointed and authorised representative of ours.

2. Whilst every reasonable effort is made by us to ensure that the representations and descriptions of the Goods included on this Website correspond to the actual Goods, it is acknowledged that all of the descriptions of the Goods are approximate and shall not form part of any contract between us and you. Accordingly, we shall not be liable to you for any errors or omissions with respect to any such representation and descriptions of the Goods on this Website or in any other advertisement.

3. It is acknowledged that any advertisement of any Good on this Website is not an offer that is capable of acceptance, but is only an invitation to treat. Our acceptance of your order for any Goods will occur only when we provide you with written confirmation of your order and of the associated pricing and delivery dates; accordingly, it is at the point of the communication of that confirmation to you that a contract will be deemed by us and you to have been formed.

4. It is acknowledged that import duties, tariffs and other taxes (together, the “Duties”) may apply if you order Goods from outside the United Kingdom. It is acknowledged that we are not liable for any Duties, nor for making any calculations or estimates in respect of the same. In the event that signatures are not required to prove delivery of the Goods, it is acknowledged that our tracking code will be sufficient proof of our having dispatched the Goods to you. In the event that the Duties are not paid by you, and the Goods are returned to us by our courier (the “Carrier”), we will refund to you the cost of the Goods less the original carriage fees and the return carriage fees.

5. We will not be liable for any loss of, or damage to, those Goods in transit from us to you that have to cross an international border. In the event that you notify us in writing of the loss of any of the Goods in transit, we will endeavour to locate the Goods using our Carrier, but we will not replace or refund any Goods that are to be sent across an international border once they have been received by our Carrier from us. If any such Goods are to be returned, the cost of their return will be borne by you.

6. It is acknowledged that if, for any reason, the Goods do not comply with the laws or regulations prevailing at a particular international border and cannot therefore be delivered to you, your sole right, and our only liability to you, will be for us to provide you with a refund in accordance with Clause 41 of these Terms of Purchase (but subject to Clause 5 of these Terms of Purchase) once the relevant Goods are returned to us by our Courier at your cost.

7. Our prices for the Goods (the “Charges”) are as detailed on the relevant pages of this Website, but we reserve the right to adjust the Charges for any reason at any time, including by way of introducing and withdrawing special offers. Whilst we will endeavour to provide the latest information about our Charges on this Website, it is possible that this information may not necessarily be accurate:
   1. at the date at which you order certain Goods (the “Order”);
   2. where the Charges are varied by us in the event that you make a forward Order for Goods, between the date on which the Order is made and the date on which the Goods are passed by us to our Courier, in which instances we will notify you of any discrepancy.

8. All of the Charges advertised on this Website are exclusive of Value Added Tax, any Duties or other imposts (including the cost of shipping the Goods to you through our Carrier), which shall be charged at the prevailing rate. Our Value Added Tax number is 265696904. However, all references to the Charges in these Terms of Purchase shall be deemed to include all such Value Added Tax, any Duties or other imports unless specifically stated otherwise.

9. You will be able to identify the cost of shipping the Goods to you by inspecting the relevant information on this Website or by contacting us, but it is acknowledged that the information on this Website is subject to change, and in the event that it does change, we will notify you.

10. You will pay the Charges for the Goods you intend to purchase pursuant to your Order in accordance with the payment terms detailed in this Website. If, for any reason, there is an incidence of late payment (and/or if you do not pay the Charges in full), we shall have the right to:
    1. cancel or suspend your Order; and/or
    2. charge your interest on any amount owed at a rate of two per cent (2%) above the prevailing Bank of England base rate.

11. Title in the Goods shall not pass to you until you have paid, and we have received, the Charges in full; as such, title will vest with us until we are in receipt of all the relevant Charges. You shall not pass or sell the Goods to any third party following your receipt of them without our prior written consent and, in the event that you do so (following the receipt of our consent), you will account to us for the outstanding amounts from any proceeds of sale or otherwise for the difference owed to us. If you do not pay us for any outstanding balance on the date on which we request the settlement of the relevant amount, you acknowledge that we shall have the right to enter upon your premises in order to recover the applicable Goods or, in the alternative, you will procure for us the right to enter upon the premises of any third party to recover the Goods (it being understood that we shall have retained title to those Goods pursuant to this Clause 11 of these Terms of Purchase). Demand for, or the recovery of, the Goods by us shall not discharge you of your liability to pay the Charges in full, or for us to be able to initiate a claim for the whole of the Charges.

12. Risk of loss or damage to the Goods delivered to you shall pass to you upon the earlier of delivery to you or the Carrier’s first attempted delivery to you.

13. In order to be able to submit an Order you will first need to create an account (an “Account”) using the facility included within this Website. In the course of creating an Account you will need to provide us with certain information about yourself, though not any payment information (unless otherwise required so that we can meet your Order(s)). It is acknowledged that the information required by us may change from time to time.

14. You warrant, represent and undertake that, in the course of creating your Account using our facility:
    1. the information that you upload is, at all times whilst you have your Account, accurate, current and complete;
    2. if you are procuring the Goods on behalf of your employer or principal, you have been duly appointed to do so and have the authority to bind your employer or principal and are permitted to provide the payment information of your employer or principal; and
    3. you will not divulge any of your Account details, including your user name and password, to any third party.

15. We will not be liable to you if you upload onto this Website other than in accordance with our directions, or otherwise utilise, your Account information in such a way that it is liable to be compromised. If you believe that your Account information has been, or is likely to be, compromised, you must notify us promptly so that we can suspend your Account and/or, at your direction, any Order that is in hand (including any unauthorised order), but you acknowledge that it will not be possible for us to cancel an Order (or an unauthorised order) after we have passed the relevant Goods to our Carrier, and in such circumstances we shall have no liability to you for any loss or damage you suffer.

16. We reserve the right to accept or decline any Order made by you, irrespective of whether or not you have paid the Charges. We may notify you of our refusal to accept your Order in writing or by telephone within a reasonable period of time following our receipt of the same. If we refuse to accept an Order and we are already in receipt of the relevant Charges from you, we will refund you those Charges.

17. We will execute your Order to your requirements, but it is acknowledged that we shall be entitled to provide you with suitable substitute Goods following receipt of a request from you, or in the event that the applicable advertised Good has been superseded by a new edition. If a discrepancy arises in connection with the Charges as a result of this, it is acknowledged that you give us the right to credit or charge you the difference, as the case may be.

18. If we cannot fulfil your Order from our existing stock, we will (following receipt of a written direction from you) either put the applicable Goods on back order to be fulfilled once we have those Goods to hand, or we will cancel the Order and refund you the Charges.

19. You will be required to select the size, model, colour and series number of the Goods that you wish to procure, and you will need to identify the stock number of the applicable Goods as part of the Order.

20. We will deliver the Goods to the address detailed by you when completing your Account information, or to such other address as you might specify.

21. Any delivery times detailed on this Website are estimates only, although we shall endeavour to adhere to those delivery times. It is acknowledged that we shall have no liability to you in the event that we do not comply with the estimated delivery times and, accordingly, time is not of the essence with respect to our delivery obligations. It is further acknowledged that certain Goods may take longer to deliver than others, on account of their weight, shape, destination or otherwise. If we do not deliver the Goods by the estimated delivery time, we may attempt to ascertain their whereabouts and the likely delivery time, and may notify you accordingly.

22. You must inspect the Goods promptly following your receipt of them, and you will be deemed by us and you to have accepted the Goods if you do not notify us in writing within ten (10) days from the date on which you received them (the “Acceptance Period”), with appropriate details, that:
    1. there is a defect in the Goods that is evident upon reasonable examination;
    2. there is a shortfall or excess in or of the quantity of the Goods detailed in the applicable Order; and/or
    3. the delivery is otherwise than in accordance with the Order.

23. Subject to Clause 5 of these Terms of Purchase, in the event that you notify us within the Acceptance Period of a defect in the Goods that is evident upon reasonable examination, you must not open them, and our sole liability to you will be, at our discretion, to replace the defective Goods or to refund the Charges. We will send the Carrier to collect the defective Goods from you, and we will pay the costs of the Carrier.

24. In the event that you notify us within the Acceptance Period of a shortfall or excess in or of the quantity of the Goods, our sole liability to you will be (at our discretion) deliver the shortfall or refund or debit (as the case may be) the relevant balance.

25. In the event that you notify us within the Acceptance Period that the delivery is otherwise than in accordance with the Order, our sole liability to you will be, at our discretion, to replace the defective provision with the Goods required by the Order or refund the Charges to you.

26. In the event that you notify us that we have not delivered the Goods by the estimated due date for delivery detailed in this Website, and you do not receive them within fifty (50) days thereafter, our sole liability to you will be, at our discretion, to deliver the undelivered Goods to you or to refund the Charges for those undelivered Goods.

27. If we receive no communication from you (whether by acknowledgement of receipt of the Goods or otherwise) during the Acceptance Period, those Goods will be deemed by you and us to have been delivered to you, and accepted by you, by the relevant estimated due date.

28. If the Goods develop a material defect within the applicable warranty period, we shall repair or replace them (or procure that they are repaired or replaced) in accordance with the provisions of the applicable warranty. If the affected Goods are to be replaced the period of the replacement Goods’ warranty shall be the unexpired period of the defective Goods’ warranty.

29. If you decide during the Acceptance Period that you do not wish to retain the Goods, they can be returned to us, provided:
    1. you have not opened them or have otherwise tampered with the packaging (so that we can sell them again as being new); and
    2. you will pay the costs of our Carrier.

30. We shall only accept the return of any Goods if they are made available by you in accordance with our directions and in suitable packaging. We will supply you with a returns number which you will need to cite on any applicable paperwork. If you do not comply with these stipulations we or our Carrier may refuse to accept delivery of the relevant Goods.

31. Any Goods that are returned to us shall become our again, and title to any substitute Goods shall vest with you in accordance with Clause 11 of these Terms of Purchase.

32. We reserve the right, without notice to you and for any reason, to discontinue the provision of any of the Goods advertised on this Website.

33. Nothing on this Website should be taken by you as being a representation of the source of origin, the place or nature of the manufacture or the production of the Goods or any part of them.

34. We shall provide the Goods using reasonable skill and care and in accordance with these Terms of Purchase, and these undertakings are your sole remedies under these Terms of Purchase, save in respect of Clauses 40 to 43 of these Terms of Purchase.

35. You shall have no remedy against us in respect of any obsolete, inaccurate or incomplete statement made to in in the course of it using this Website, submitting an Order or receiving the Goods, unless any such statement was made fraudulently.

36. Save as detailed expressly in these Terms of Purchase, all implied warranties, terms and conditions (including any terms implied by statute) concerning this Website and the provision of the Goods by us are disclaimed and excluded to the fullest extent permitted by law, including any implied terms of satisfactory quality, fitness for purpose and the use of reasonable skill and care in the performance of our obligations. Accordingly, except as required by law, we shall not be liable to you for any loss, damage, cost, expense, claim or otherwise arising out of the actual or alleged breach of any such implied warranties, terms or conditions (including any terms implied by statute) or the breach of any other duty of any kind imposed upon us as a matter of law. You acknowledge that you are responsible for ensuring that the Goods are fit for the purpose for which you ordered them pursuant to the applicable Order.

37. It is acknowledged that certain Goods may be subject to the Export Controls; accordingly you shall, in connection with any Goods affected by the Export Controls, comply with the Export Laws (insofar as they relate to the relevant Goods) and obtain any licence, permit or other consent necessary to export, import, re-export or transfer those Goods, and it is acknowledged that a failure by you to comply with the same shall be deemed to be a breach of these Terms and Conditions which is not capable of rectification.

38. You shall not, whether directly or indirectly, sell or permit to be sold, dispose if, export, re-export, transfer the Goods, or any part of them, to any jurisdiction that is subject to the International Restrictions. Accordingly, you certify, warrant, represent and undertake that you will not use the Goods, or any part of them, for use, sale or incorporation into any product that could be used in breach of the Export Controls or the International Restrictions, and it is acknowledged that a failure by you to comply with the same shall be deemed to be a breach of these Terms and Conditions which is not capable of rectification.

39. Your particular attention is drawn to the liability provisions detailed in Clauses 40 to 43 of these Terms of Purchase.

40. Neither our nor your liability is limited pursuant to these Terms of Purchase in respect of:
    1. death or personal injury attributable to negligence;
    2. fraud;
    3. fraudulent misrepresentation; or
    4. any other liability that cannot be limited as a matter of law.

41. Subject to Clause 40 of these Terms of Purchase, our total aggregate liability to you under these Terms of Purchase, whether in contract, delict (including negligence), breach of statutory duty, misrepresentation, indemnity or otherwise, shall be limited to the total value of the applicable Order.

42. Subject to Clause 40 of these Terms of Purchase, we shall not be liable under these Terms of Purchase for:
    1. any loss of actual or anticipated profits;
    2. any loss of actual or anticipated savings;
    3. any loss of business;
    4. any loss of revenue;
    5. any loss of goodwill or reputation; or
    6. any loss of, or damage to, data.

43. Subject to Clause 40 of these Terms of Purchase, we shall not be liable under these Terms of Purchase for any consequential or indirect loss or damage, however caused.

44. It is possible that our ability to deliver the Goods to you may be attributable to an act, circumstance or event that is beyond our reasonable control (a “Force Majeure Event”); accordingly, if we are prevented or restricted from performing our obligations on account of any such Force Majeure Event, we shall be relieved of our obligations to you in respect of the affected Order for as long as the Force Majeure Event persists. If the Force Majeure Event continues for more than fifty (50) days, we shall have the option, at our discretion, to can the affected Order without incurring any liability to you.

45. You acknowledge that we and our licensors have full right and/or title to all of the IPR in this Website (and any information about the Goods detailed within it), and the stock numbers relating to the Goods and, as such, the whole or partial reproduction of the same (save as permitted in accordance with the Terms of Use) is prohibited.

46. We do not warrant, represent or undertake to you, or otherwise give you any assurance, that the Goods supplied to you do not infringe the IPR of any third party.

47. You warrant, represent and undertake that you shall (and, where relevant, shall procure) that you will in your dealings with us comply with:
    1. the Anti-Bribery Laws; and
    2. the United Kingdom Modern Slavery Act 2015,

    and you acknowledge that any breach by you of this Clause 48 of these Terms of Purchase shall be deemed to be a material breach of these Terms and Conditions which shall not be capable of rectification.

48. The provisions of the Privacy Policy shall apply with respect to any personal data you provide to us in connection with your use of this Website, your Account, your submission of an Order and your receipt of the Goods.

49. Either you or we may terminate your Account. If we terminate your Account, we will notify you in writing, and such notification will include an explanation for such termination, but it is acknowledged that we reserve the right to terminate your Account without having to give you our reasons. We may terminate your Account in the event that you commit any breach of these Terms and Conditions.

50. If you terminate your Account any Orders you have submitted will be cancelled, and no Goods will be dispatched pursuant to them, and it is acknowledged that you do not need to give your reasons for terminating your Account. If you terminate your Account before the Goods you have requested pursuant to an Order are dispatched, we will refund you any Charges you have paid in connection with them.

51. In the event that we or you fail to exercise any right or remedy pursuant to these Terms of Purchase, that failure shall not be construed as a waiver of that right or remedy.

52. In the event of any ambiguity, conflict or inconsistency arising between this version of the Terms of Purchase and any previous edition of these Terms of Purchase, this current version of these Terms of Purchase will prevail.

53. If any provision of these Terms of Purchase is found to be unenforceable by any court, tribunal or regulatory body of competent jurisdiction, the relevant wording shall be construed or interpreted so as to give full effect to the remainder of the affected provision.

54. Nothing in these Terms of Purchase shall confer any rights upon any third party and, accordingly, the United Kingdom Contracts (Rights of Third Parties) Act 1999 shall not apply.

55. All notices and communications shall be given or made by you to us either by post at our address above, or by email; all notices and communications sent to us by post shall be deemed to be received within three (3) days following the date of posting if sent by first class post, and if sent by email on the same day if the day on which it is sent is a business day or the next business day if the day on which it is sent is a weekend or public holiday.

56. We may, from time to time, send you information about our Goods, Charges and offerings, but if you do not wish to receive any such information, please click on the unsubscribe button on the relevant email, and your email address will be removed automatically from any future mailings sent by us.

57. If you have any issues with our Goods, Charges and offerings, please contact us by using the contact details on this Website.

58. These Terms of Purchase are governed by the laws of Scotland, and is subject to the non-exclusive jurisdiction of the courts of Scotland.