1 TERMS AND CONDITIONS OF SALE
- These Conditions are the only conditions upon which Stronghold (UK) Ltd a company registered in England and Wales under company number 08220985, VAT number 150 6537 23, and with its registered office at Unit 7, Cornbrash Park, Bumpers Way, Chippenham, SN14 6RA (“Stronghold/We/Us/Our”) is prepared to deal with You and these conditions will apply to the exclusion of all other terms and conditions. “You/Your” means any person, organisation or company who purchases goods or services (“goods”) from Stronghold.
2 ORDER PROCEDURE
- Any quotation We issue is not an offer to sell the goods which are the subject of that quotation but, it is an invitation to You to treat. Any quotation We issue may be withdrawn by Us at any time on notice. Each order placed by You shall be an offer by You to purchase the relevant goods on these conditions. An order placed by You will be deemed accepted by Us when We issue a written order confirmation or deliver the goods which are the subject of Your order (whichever happens first). Once We accept an order it may only be cancelled if We agree in writing.
- If, for any reason beyond Our reasonable control, We are unable to deliver the goods You have ordered, We will notify You by email and set out details of any alternative goods that are available to You (which will be of a similar quality and of a similar specification as the Goods they replace).
- Where You are not willing to accept any alternative goods We offer, or if there are no reasonable alternatives available, We may cancel Your contract by notifying You by email, at the email address You have provided, and We will credit Your account with any sum charged to You for those goods as soon as possible, but in any event within 30 days of Your order.
3. PRICING AND PAYMENT
3.1 The price for the goods will be the price specified in the relevant quotation We issue. If not quotation has been issued, the price will be the price specified in our price list for the goods at the date of delivery. Prices are inclusive of VAT and any other applicable costs and charges but do not include delivery. Any prices on Our website may be subject to change so You must check the prices at the time You place Your order with Us.
- We may make an adjustment to the price of the goods to reflect:
- any request by You to change the delivery date(s), quantities or types of goods ordered, or the specification;
- any delay caused by Your instructions or Your failure to give Us adequate or accurate information or instructions.
If You consider any such increase to be unreasonable You may within 7 days of receipt of such notice cancel any order for the goods affected by the price increase unless they have already been dispatched or delivered. You may not cancel any purchase orders where the goods have been made to Your specification.
- You must pay the price for each order in cleared funds prior to the date of delivery unless We have agreed to grant You credit terms (which may be withdrawn or amended at any time by Us on notice and which may be on such terms as We believe are reasonable) in which case, We shall be entitled to invoice You on such terms as We have agreed. Time of payment shall be of the essence and We shall be entitled to suspend further deliveries under any or all of Your orders if any amount is overdue.
- Unless We agree otherwise, goods that We order specifically for You or goods that are the subject of any embellishment (including but not limited to embroidery, screen printing, heat-transfer decoration or other customisation) (“bespoke goods”) must be paid for in full before delivery. If you cancel any order for bespoke goods, You agree to pay for those goods in full and We will not accept the return of those goods other than in accordance with clause 6.
- If You fail to make any payment due to Us by the due date for payment, then You shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank PLC’s base rate from time to time. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
- You shall not be entitled to set-off against any amount payable by You to Us whether under the contract or otherwise. We may at any time, without limiting any other rights or remedies We may have, set off any amount against any amount You owe Us.
- We will arrange for the delivery of each order to the delivery address that You specify on Your order. All deliveries will be made to You by such carrier We select in our sole discretion. You will pay the costs of such delivery in addition to the price of the goods. If You do not accept delivery of any goods at the first attempt then You agree to also pay all additional costs and charges of storing the relevant goods and attempting to redeliver them to You.
- We will use reasonable endeavors to meet any delivery date/time You request, although time of delivery shall not be of the essence and We will not be liable to You for any loss, damage, costs or expenses incurred by You as a result of delivery of any order not taking place by any particular date/time nor shall You have any right to cancel or reject any order by virtue of delivery not taking place by any particular date/time. Delivery will be deemed to have taken place upon delivery to Your delivery address, irrespective of whether You have signed and confirmed the delivery.
- Any claim for short delivery or non-delivery must be notified to Us within 7 days of the date of the delivery.
5. CONSUMER RIGHTS
5.1 If You are contracting as a consumer, as defined by the Consumer Rights Act 2015, then, in addition to any rights You have for damaged or defective goods, You may cancel Your Contract at any time within fourteen days from the day after You received the goods. In this case, You will receive a full refund of the price paid for the goods in accordance with our refunds policy (set out in clause 6 below).
5.2 To cancel a Contract in this way, You must inform Us in writing. You must also return the goods to Us as soon as reasonably practicable, and at Your own cost. You have a legal obligation to take reasonable care of the goods while they are in Your possession. If You fail to comply with this obligation, We may have a right of action against You for compensation.
6.1 If You return goods to us:
(a) Because You are a consumer and You have cancelled the Contract within the fourteen day cooling-off period (see clause 5.1 above), We will process the refund due to You as soon as possible and, in any case, within 30 days of the day on which You gave Us notice of cancellation. We will refund the price of the goods in full, and any applicable delivery charges. You will be responsible for the cost of returning the item to us; or
(b) Because they are faulty, We will examine the returned Goods and will notify You of Your refund by e-mail within a reasonable period of time, We will process the refund due to You as soon as possible and, in any case, within 30 days of Us confirming to You via e-mail that You were entitled to a refund.
We may make a deduction from the refund for any loss in value of the goods supplied if the loss is the result of unnecessary handling by You. We will refund the price of defective goods in full, any applicable delivery charges and any reasonable costs You incur in returning the item to us. Whether buying goods as a consumer or as a business, You will not be entitled to a refund in respect of bespoke goods ordered from Us.
6.2 We will refund any money received from You using the same method originally used by You to pay for Your purchase.
7.1 Where You are purchasing Goods as a consumer, We warrant that the goods will: (a) be of satisfactory quality; (b) be fit for the purpose for which goods of that type are commonly supplied; (c) correspond with the description and any specification for the goods on Our website; (d) be free from minor defects; and (e) will be of a satisfactory safety standard and durability.
7.2 Where You are purchasing goods as a business, We will pass on the manufacturer’s warranty to you. Except as expressly provided in these terms and conditions, all warranties conditions or other provisions implied by statute or common law are excluded to the fullest extent permitted by law and, in particular (but without limitation), We do not make any warranty that the goods will be fit for any particular use or purpose and it is Your responsibility to ensure that the Goods meet Your requirements.
7.3 We will try Our best to ensure that pictures of the goods on Our website are as accurate as possible, but slight variations between the pictures and the goods themselves may occur.
7.4 If You have a claim in respect of the goods which is based on any failure to meet the warranties set out in this clause, We shall be entitled to replace the goods (or the faulty part in question) free of charge or, at Our sole discretion, refund to You the price of the goods (or a proportionate part of the price). You must notify us of any problems with the goods or their delivery as soon as You reasonably can and in any event no later than 3 working days unless We agree otherwise.
7.5 The warranties in this clause 7 are subject to the limitations on liability set out in clause 9.
8. WHERE WE PRODUCE GOODS TO YOUR SPECIFICATION
8.1 When We produce goods to Your specification or where We customise goods for You, You are responsible for ensuring that all information you provide to Us is accurate and complete. We do not accept the return of any goods supplied to You if that return is due to incorrect information provided by You.
8.2 If, during the course of a transaction with Us, You provide Us with any artwork or design, You warrant to Us that you have permission to use such artwork or design and You agree to indemnify Us fully for any loss, costs, damages, legal fees or other costs resulting from the use of such artwork or design or any claim for breach of any Intellectual Property Right made against Us by any third party. “Intellectual Property Right” shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, Service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
8.3 Proofs and/or samples of items to be manufactured specifically for You must be signed and accepted by You. We cannot guarantee the pantone of final products and specifications may alter slightly as part of the customisation process. We do not accept any responsibility for such variances and You agree that We will not have any liability for those and that You will accept such goods made to your specification.
- We shall have no liability to You for loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings or for any consequential, special or indirect loss or damage.
- Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.
- Where you are purchasing goods as a business, subject to clause 9.4 Our liability for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the goods or to £100,000 whichever is the lower.
- Where you are purchasing goods as a consumer, We will not be liable for any losses that were not foreseeable to both You and Us when the contract was formed and that were not caused by any breach by Us.
- RETENTION OF TITLE
10.1 Risk of loss or damage to the goods supplied shall pass from Us to You at the point of delivery.
- Title of the goods supplied shall not pass to You until We have received all sums due to it in respect of the goods supplied and all other sums due from You to Us on any account whatsoever.
- Until title of goods has passed to You, You must:
10.3.1 store those goods separately from any other goods in a way which makes them readily identifiable as Our property;
- Keep those goods in a satisfactory condition;
- not remove or deface or obscure any identifying mark or packaging on or relating to the goods.
- If before title to the goods passes to You, You become subject to any of the events listed in clause 11.2, or We reasonably believes that any such event is about to happen and notify You accordingly, then, provided that the goods have not been resold, or incorporated into other goods, and without limiting any other right or remedy We may have, We may at any time require You to deliver up the goods and, if You fail to do so promptly, enter any of Your premises or of any third party where the goods are stored in order to recover them.
11.1 If You become subject to any of the events listed in clause 11.2 or We reasonably believe that You are about to become subject to any of them and We notify You accordingly, then, without limiting any other right or remedy available to Us, We may cancel or suspend all further deliveries under the Contract or under any other contract without incurring any liability to You, and all outstanding sums shall become immediately due.
- For the purposes of clause 11.1 the relevant events are:
- You suspend, or threatens 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) is 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;
- 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 enters into any compromise or arrangement with Your creditors;
- (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 of You with one or more other companies or the solvent reconstruction of Your Company;
- (being an individual) You are the subject of a bankruptcy petition or order;
- Your creditor 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;
- (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 over You and the holder of a qualifying charge over Your assets has become entitled to appoint or has appointed an administrative receiver;
- Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- USE OF PERSONAL DATA
- We will use the personal information You provide to Us:
- to supply You with the goods You have ordered and
- to process Your payment for the goods You have ordered
- We may pass Your personal information to credit reference agencies in order to provide credit facilities to You.
13 FORCE MAJEURE
Neither Us nor You shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a force majeure event. 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: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; (f) the acts, decrees, legislation, regulations or restrictions of any government; and (g) pandemic or epidemic.
14.1 Where You are purchasing goods as a business, these terms and conditions and any document expressly referred to in them 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. We and You both acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them
Where You are purchasing Goods as a consumer, We intend to rely upon these terms and conditions and any document expressly referred to in them in relation to the subject matter of any Contract.
14.2 You may not assign, novate or sub-contract any of Your rights or obligations under these Conditions without Our prior written consent.
- A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
- All notices given You give Us must be given to Us at the contact details set out at the top of these terms and conditions. We may give notice to You at either the e-mail or postal address You provide to Us when placing an order. Notice will be deemed received and properly served, 24 hours after an e-mail is sent, or 3 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.
- If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law
- If We fails, 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 will not constitute a waiver of such rights or remedies and will not relieve You from compliance with such obligations. A waiver by Us of any default will not constitute a waiver of any subsequent default.
14.7 These Conditions and the supply of goods by Us shall be governed by English law and, save in respect of the enforcement of any judgment, the parties agree to submit exclusively to English jurisdiction.
Our Customer Contact Centre can be contacted by email at firstname.lastname@example.org, or by telephone on any business day between 8am and 5pm. Telephone calls may be recorded for quality control and training purposes