WEB SITE TERMS AND CONDITIONS
Please read these conditions of sale before placing an order and retain a copy for future reference
1. DEFINITIONS OF TERMS
1.1 "Conditions" means these terms and conditions;
1.2 "Buyer" means a buyer placing an order or acting on behalf of a company or organisation
1.3 "Company" refers to Upstream Workplace Solutions Ltd Business Products Ltd
1.4 "Force Majeure" has the meaning specified in clause 15
1.5 "Business Day" means any day other than Saturday, Sunday or a public holiday
1.6 "Goods" means any goods or services provided by the Company to a Buyer
1.7 "Contract" means any order placed with the Company by the Buyer
1.8 "Non-returnable Goods" means those Goods which are specified as non-returnable
2.1 Upstream Workplace Solutions Ltd. is incorporated in England and Wales with company number 7667221, whose registered office is at 10-12 Mulberry Green, Old Harlow, Essex, CM17 0ET and the VAT No. is TBD
2.2 These Conditions apply to all Contracts entered into for the sale of Goods by the Company to a Buyer who is acting on behalf of a business
2.3 The Contract (including these Conditions) constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the these Conditions. Any advertising issued by the Buyer and any descriptions or illustrations contained in the Buyer's catalogues, brochures or website are issued for the sole purpose of presenting an approximate idea of the Goods described in them. They will not form part of the Contract or any other contract between the parties for the sale of the Goods, to the exclusion of all other terms and conditions.
3.1 An Order constitutes an offer to the Company to buy the goods d in the Order. All Orders are subject to acceptance by the Company, and acceptance and formation of the Contract will take place by the Company despatching the Goods to the Buyer. The Company is under no obligation to accept any Order.
3.2 A Buyer may cancel an Order at any time before despatch of the Goods by the Company with the exception of Orders for Non Returnable Products at any time without the Company's prior written agreement.
3.3 An Order will be conclusive evidence of a Buyer's acceptance of these Conditions. The Contract will relate only to Goods despatched to the Buyer.
3.4 The Company will only accept Orders from Buyers acting in the course of a business and not from persons acting in an individual capacity. Prior to acceptance of any Order the Company may impose a minimum Order quantity. The Company will communicate any decision not to accept an Order by 4.45pm on the day the Order is received provided the Order is received before 5.00pm.
3.5 The Company may make any changes to the specification of the Goods so long as such changes do not materially affect their performance or quality or if needed to conform with any applicable health, safety or other statutory requirements. Whilst the Company will endeavour to supply the Goods Ordered, the Company reserves the right to supply Goods of a comparable specification without notice and to vary to a reasonable extent the quantities delivered from those Ordered to conform with the Company's or its suppliers' standard packaging.
3.6 The return of any Non-returnable Goods will only be accepted at the Company's discretion or if they are defective at the date of delivery. Any Goods which are returned must be accompanied by any promotional items provided with them. The Company reserves the right to charge the Buyer for unreturned promotional items.
3.7 The Company may, in its sole discretion, refund or credit the Buyer with the price for Goods (except Non-returnable Goods) which are returned within 30 days of delivery provided that the Goods are unopened and returned in their original packaging and condition. For Health & Safety reasons, no food products can be returned unless they are shown to be defective.
4. VARIATION OF THESE CONDITIONS
The Company reserves the right to add to, alter, amend or withdraw at any time without notice any of these Conditions. The current Conditions can be found on the website.
5.1 Whilst the Company has attempted to ensure that the information within its catalogues, website and other publications is correct at the time of publication they do not form part of any Contract.
5.2 Any error or omission in any quotation, price list, sales literature, invoice or other document or information issued by the Company will be subject to correction without any liability on the part of the Company.
The Company reserves the right to monitor and record all telephone calls from Buyers and use such recording for any purpose in connection with the business of the Company.
The Company takes its environmental commitment seriously and complies with The Waste Electrical and Electronic Equipment Regulations 2006 (WEEE) and any other regulations in force affecting the Goods sold by the Company.
8. PRICE AND PAYMENT
8.1 Prices quoted in the Company's literature are so far as practicable the Company's correct selling price. However, due to manufacturer price and currency adjustments, the Company reserves the right at any time to change the price of Goods without notice to the Buyer.
8.2 Prices quoted are exclusive of VAT which will be charged at the correct rate on the date of despatch of the Goods or the date of the Company's invoice of the Goods if earlier.
8.3 The Buyer will pay the price of the Goods Ordered in full within 28 days of the date of the Company's invoice notwithstanding that title in the Goods has not passed to the Buyer. No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 The Buyer will pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer will not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer.
8.5 The Company reserves the right to grant, refuse, withdraw, restrict, alter or cancel credit terms at their sole discretion. The Company reserves the right to cancel Orders for Goods where the Buyer is or is liable to become in breach of its agreed credit terms.
8.6 If the Buyer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company will be entitled to charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 4% above the prevailing Barclays base rate until payment is made.
9.1 Dates quoted for delivery of the Goods are approximate and the Company will not be liable for any delay in delivery however caused.
9.2 The Company may make a separate charge for deliveries where the Buyer requests and the Company agrees to deliver by a specific time.
9.3 The Buyer must notify the Company, within 3 Business Days of delivery, of any discrepancies in the Goods received otherwise all the Goods Ordered as stated on the delivery note will be deemed to have been delivered and accepted.
9.4 The Company will not be liable for any delay in delivery that is caused by a Force Majeure Event
9.5 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
9.6 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.
9.7 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.
9.8 If Goods have been damaged or supplied short, then the Buyer must notify the Company in writing within 2 days of receipt of the Goods.
10. RISK AND PROPERTY
10.1 General: The risk in the Goods shall pass to the Buyer:
(i) in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Buyer that the Goods are available for collection; or
(ii) in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Buyer wrongly fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods. Notwithstanding delivery of the Goods, ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
10.2 Insurance: Until ownership of the Goods has passed to the Buyer, the Buyer shall maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full purchase price against all risks.
10.3 The Buyer's right to possession of the Goods shall terminate immediately if:
(i) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the relief of insolvent debtors, or enters into liquidation, or convenes a meeting of creditors, or has a receiver or administrator appointed, or documents are filed with the court for the appointment of an administrator of the Buyer, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(ii) the Buyer allows any execution to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade;
(iii) the Buyer ceases, or threatens to cease, to carry on business; or
(iv) the Company recognises that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.4 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
10.5 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored in order, where the Buyer's right to possession has terminated, to recover them.
11. BUYER'S INSOLVENCY
11.1 If the Buyer becomes subject to any of the events detailed in clause 11.2, or the Company believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer will become immediately due.
11.2 For the purposes of clause 11.1, the relevant events are:
11.2.1 the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 .
11.2.2 the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
11.2.3 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 the Buyer;
11.2.4 a floating charge holder over the assets of the Buyer has become entitled to appoint or has appointed an administrative receiver;
11.2.5 a person becomes entitled to appoint a receiver over the assets of the Buyer or a receiver is appointed over the assets of the Buyer;
11.2.6 the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
11.2.7 the financial position of the Buyer deteriorates to such an extent that, in the opinion of the Company, the capability of the Buyer to adequately fulfil its obligations under these Conditions has been placed in jeopardy.
12.1 Subject to the conditions set out in clause 12.2, the Company warrants that all non-consumable Goods other than those to which a Machine Warranty applies, will correspond with their specification at the time of delivery and will be free from material defects for a period of 12 months commencing on the date of delivery. If:
12.2.1 the Buyer gives notice in writing to the Company during the Warranty Period within 5 Business Days of discovery that some or all of the Goods do not comply with the warranty
12.2.2 the Company is given a reasonable opportunity of examining such Goods; and
12.2.3 the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost, the Company will, at its option, repair or replace the defective Goods, or refund all or an appropriate part of the price of the defective Goods.
12.3 The warranty given in clause 12.1 is given by the Company subject to the condition that the Company will be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the manufacturers' or the Company's instructions (whether oral or in writing), misuse or alteration or repair without the Company's approval.
12.4 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law, subject to clause 13.1.
13.1 Nothing in these Conditions seeks to limit or exclude the Company's liability for:
13.1.1 death or personal injury caused by the Company's negligence or the negligence of its employees, agents or subcontractors (as applicable);
13.1.2 fraud, fraudulent misrepresentation or other dishonesty;
13.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
13.1.4 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1 and the remaining provisions of this clause 13:
13.2.1 the Company will not be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of revenue, profit, business interruption, business opportunity, goodwill, reputation or other economic loss whether direct or indirect and whether arising under or in connection with the Contract or the use or re-sale of the Goods by the Buyer or otherwise.
13.2.2 the Company's total liability to the Buyer in respect of all losses arising under or in connection with the Contract or the use or re-sale of the Goods by the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise (including where such loss is caused by the acts or omissions of its employees, agents or subcontractors), will not exceed the price paid for the Goods.
13.3 Goods incorrectly supplied or invoiced as result of error on the part of the Company will be collected and credited without charge but only to the extent that such error is not attributable in whole or in part to an act or omission of the Buyer. This is the Buyer's sole remedy in such circumstances and the Company will have no further liability.
13.4 The Company accepts no liability for viruses transmitted or passed to the Buyer through use of the Company's website.
The Buyer will indemnify the Company in respect of any loss, damages, claims, expenses, proceedings, judgments or costs that the Company is subject to as a result of the Buyer's negligence, any act or omission in breach of these Conditions and the Buyer's use of the Goods.
15. FORCE MAJEURE
The Company reserves the right to cancel the Contract or suspend or delay delivery or reduce the quantity of Goods ordered by the Buyer without being liable for any loss or damage if supply of the Goods is prevented or delayed due to, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, IT system failures, civil strife, riots, adverse weather conditions, epidemic, lock-outs, fire, explosion, flood, labour disputes, accidents or any other causes or circumstances beyond the reasonable control of the Company.
16. GOVERNING LAW AND JURISDICTION
16.1 These terms and conditions shall be governed by and construed in accordance with English law. Disputes arising in connection with these terms and conditions shall be subject to the exclusive jurisdiction of the English courts .
16.2 We do not warrant that Goods supplied are appropriate or available for use outside the United Kingdom.