Looking for The Chopping Company?
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Here are our terms and condtions starting with consumer information. For business to business terms and conditions, scroll down to the second half of the list.
These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms for future reference.
We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1. Information about us
1.1 We operate the website www.chop-cloc.com. We are The Chopping Company Limited, a company registered in Scotland under company number SC361297 and with our registered office at 3 Ashfield Carnbo, Kinross, Scotland, KY13 0NX.
1.2 Contacting us if you are a consumer:
1.2.1 To cancel a Contract in accordance with your legal right to do so as set out in clause 9, you just need to let us know that you have decided to cancel. The easiest way to do this is for you to e-mail us at firstname.lastname@example.org or contact our Customer Services team by telephone on 01259740002 or by post to 3 Ashfield Carnbo, Kinross, Scotland, KY13 0NX. If you are emailing us, or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us.
1.2.2 If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at 01259740002 or by e-mailing us at email@example.com.
1.2.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
1.3 Contacting us if you are a business. You may contact us by telephoning our customer service team a 01259740002 or by e-mailing us at firstname.lastname@example.org. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 18.3.
2. Our Products & their installation
2.1 The images of the Products on our site are for illustrative purposes only. Your Products may vary slightly from those images.
2.2 We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirements.
2.3 The Products must be installed by a competent person, in accordance with the current IEE regulations.
2.4 The Products are supplied with a technical manual, fitting instructions and user guide that provide some very important information concerning the installation and use of the Products. Please read these documents carefully before the Products are installed or used.
3. Use of our site
Your use of our site is governed by our terms and conditions of website use (/terms-conditions/). Please take the time to read this, as they include important terms which apply to you.
4. How we use your personal information
5. If you are a consumer
This clause 5 only applies if you are a consumer.
5.1 If you are a consumer, you may only purchase Products from our site if you are at least 18 years old.
6. If you are a business customer
This clause 6 only applies if you are a business.
6.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.
6.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
7. How the contract is formed between you and us
7.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
7.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.3.
7.3 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
7.4 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 12.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
8. Our right to vary these Terms
8.1We amend these Terms from time to time. Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.
8.2 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
8.3 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
9. Your consumer right of return and refund
This clause 9 only applies if you are a consumer.
9.1 If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 9.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
9.2 However, this cancellation right does not apply once the Products have been installed.
9.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:
If your Contract is for a single Product (which is not delivered in instalments on separate days):The End of the Cancellation Period is the end of 14 days after the day on which you receive the Product.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the Product on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.
If your Contract is for multiple Products which are delivered on separate days: The end date of the cancellation period is 14 days after the day on which you receive the last instalment of the Product or the last of the separate Products ordered.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the first instalment of your Product or the first of your separate Products on 10 January and the last instalment or last separate Product on 15 January you may cancel in respect of all instalments and any or all of the separate Products at any time between 1 January and the end of the day on 29 January.
If your Contract is for the regular delivery of a Product over a set period: The end date of the cancellation period is 14 days after the day on which you receive the first delivery of the Products.
Example: if we provide you with a Dispatch Confirmation on 1 January in respect of Products to be delivered at regular intervals over a year and you receive the first delivery of your Product on 10 January, you may cancel at any time between 1 January and the end of the day on 24 January. 24 January is the last day of the cancellation period in respect of all Products to arrive during the year.
9.4 To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to e-mail us at email@example.com or contact our Customer Services team by telephone on 01259740002 or by post to 3 Ashfield Carnbo, Kinross, Scotland, KY13 0NX. If you are e-mailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-mail us before midnight on that day.
9.5 If you cancel your Contract we will:
9.5.1 refund to you the price you paid for the Products. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop.
9.5.2 refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Product within 3-5 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.5.3 make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
126.96.36.199 if you have received the Product and we have not offered to collect it from you: 14 days after the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see clause 9.8;
188.8.131.52 if you have not received the Product or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
9.6 If you have returned the Products to us under this clause 9 because they are faulty or mis-described, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
9.7 We will refund you on the credit card or debit card used by you to pay.
9.8 If a Product has been delivered to you before you decide to cancel your Contract:
9.8.1 then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back, return it to us or hand it to our authorised carrier;
9.8.2 unless the Product is faulty or not as described (in this case, see clause 9.6), you will be responsible for the cost of returning the Products to us. If the Product is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Product to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Product from you, we will charge you the direct cost to us of collection.
9.9 Because you are a consumer, we are under a legal duty to supply Products that are in conformity with this Contract. As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 9 or anything else in these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
10.1 We will contact you with an estimated delivery date, which will be within 30 days after the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order). Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 17 for our responsibilities when this happens.
10.2 Delivery of an Order shall be completed when we deliver the Products to the address you gave us or you or a carrier organised by you collects them from us and the Products will be your responsibility from that time.
10.3 You own the Products once we have received payment in full, including all applicable delivery charges.
This clause 10.4 only applies if you are a consumer.
10.4 If we miss the 30 day delivery deadline for any Products then you may cancel your Order straight away if any of the following apply:
10.4.1 we have refused to deliver the Products;
10.4.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
10.4.3 you told us before we accepted your order that delivery within the delivery deadline was essential.
10.5 If you do not wish to cancel your order straight away, or do not have the right to do so under clause
10.4, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.
10.6 If you do choose to cancel your Order for late delivery under clause 10.4 or clause 10.5. If the Products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Products and their delivery.
11. No international delivery
11.1 Unfortunately, we do not delivery to addresses outside the UK.
11.2 You may place an order for Products from outside the UK, but this order must be for delivery to an address in the UK
12 Price of products and delivery charges
12.1 The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 12.5 for what happens if we discover an error in the price of Product(s) you ordered.
12.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
12.3 The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
12.4 The price of a Product does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
12.5 It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
12.5.1 where the Product's correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price; and
12.5.2 if the Product's correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
13. How to pay
13.1 You can pay for Products using a debit card or credit card. We accept the following cards: Visa, Mastercard Maestro, American Express. Payment can also be made via Realex Payments and Paypal.
13.2 Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.
14. Our warranty for the Products
14.1 We provide a warranty that on delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 14.2.
14.2 The warranty in clause 14.1 does not apply to any defect in the Products arising from:
14.2.1 fair wear and tear;
14.2.2 wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
14.2.3 if you fail to operate or use the Products in accordance with the user instructions;
14.2.4 any alteration or repair by you or by a third party; or
14.2.5 your making any further use of the Products after informing us of any defect.
14.3 If you are a consumer, this warranty is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
15 Our liability if you are a business
This clause 15 only applies if you are a business customer.
15.1 We only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes.
15.2 Nothing in these Terms limits or excludes our liability for:
15.2.1 death or personal injury caused by our negligence;
15.2.2 fraud or fraudulent misrepresentation;
15.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
15.2.4 defective products under the Consumer Protection Act 1987.
15.3 Subject to clause 15.2, we will under no circumstances whatever be liable to you, whether in contract, tort, delict (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
15.3.1 any loss of profits, sales, business, or revenue;
15.3.2 loss or corruption of data, information or software;
15.3.3 oss of business opportunity
15.3.4 loss of anticipated savings;
15.3.5 loss of goodwill;
15,3.6 any indirect or consequential loss;
15.3.7 any loss arising as a result of the defective installation of the Products.
15.4 Subject to clause 15.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort, delict (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
15.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
16. Our liability if you are a consumer
This clause 16 only applies if you are a consumer.
16.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable (including any loss arising as a result of the defective installation of the Products). Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
16.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.3 We do not in any way exclude or limit our liability for:
16.3.1 death or personal injury caused by our negligence;
16.3.2 fraud or fraudulent misrepresentation;
16.3.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
16.3.4 any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
16.3.5 defective products under the Consumer Protection Act 1987.
17. Events outside our control
17.1 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 an Event Outside Our Control. An Event Outside Our Control is defined below in clause 17.2.
17.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
17.3.1 we will contact you as soon as reasonably possible to notify you; and
17.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
17.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
18. Communications between us
18.1 When we refer, in these Terms, to "in writing", this will include e-mail.
18.2 If you are a consumer you may contact us as described in clause 1.2.
18.3 If you are a business:
18.3.1 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
18.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
18.3.3 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.
18.3.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19. Other important terms
19.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on our webpage if this happens.
19.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
19.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
19.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
19.6 If you are a consumer, please note that these Terms are governed by Scots law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with it will be governed by Scots law. You and we both agree to that the Scottish courts will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of England or Wales, you may also bring proceedings in England and Wales.
19.7 If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Scots law.
19.8 If you are a business, we both irrevocably agree that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
BUSINESS TO BUSINESS TERMS and CONDITIONS
The Chopping Company Limited
We amend the Conditions from time to time. The Conditions applicable to any Order will be those Conditions found at [ /terms-conditions/ ] at the date of the acceptance of the Order by us.
1. Basis of contract
1.1 The definitions and rules of construction applied in the Conditions shall be as set out in clause 11.
1.2 The Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.3 The Order constitutes an offer by the Customer to purchase the Products in accordance with the Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
1.4 The Order shall only be deemed to be accepted when The Chopping Company limited issues a written acceptance of the Order, or delivers the Products, whichever occurs earlier, at which point the Contract shall come into existence.
1.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of The Chopping Company Limited which is not set out in the Contract. In particular The Chopping Company Limited gives no warranty in the Contract in respect of the actual reduction in energy usage resulting from use of the Product.
1.6 Any samples, drawings, descriptive matter, or advertising produced by The Chopping Company Ltd and any descriptions or illustrations contained in The Chopping Company Ltd's catalogues, brochures or marketing materials, including the Specification, are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
1.7 Any quotation for the Products given by The Chopping Company Ltd shall not constitute an offer. Unless otherwise agreed in writing by The Chopping Company Ltd, a quotation shall only be valid for twenty (20) Business Days from its date of issue.
2.1 The Products are described in The Chopping Company Ltd's catalogues, brochures and marketing materials and/or the Specification. The Chopping Company Ltd reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
2.2 The Customer is fully responsible for the installation of the Products and The Chopping Company Ltd shall not be liable for any associated costs. We recommend that the Products are installed by a competent and suitably qualified person and in accordance with the current IEE regulations and the instructions and guidance which accompany the Products.
3.1 The Chopping Company Ltd shall ensure that each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the quantity of the Products, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered.
3.2 The Chopping Company Ltd or its appointed representatives shall deliver the Products to the location set out in the Order or such other location as the parties may agree (the Delivery Location). Unless otherwise agreed, delivery of the Products shall be occur on the Products' arrival at the Delivery Location, and be completed when The Chopping Company Ltd places the Products at the disposal of the Customer.
3.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Chopping Company Ltd shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide The Chopping Company Ltd with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
3.4 If ten (10) Business Days after the date on which The Chopping Company Ltd notifies the Customer that the Products are ready for delivery the Customer has not accepted delivery of them, The Chopping Company Ltd may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
3.5 The Chopping Company Ltd may deliver the Products by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.1 The Chopping Company Ltd warrants that on delivery the Products shall conform to the Specification and be free from material defects in design, material and workmanship.
4.2 If the Customer gives notice in writing to The Chopping Company Ltd within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 4.1, and provided that (i) The Chopping Company Ltd is given a reasonable opportunity of examining such Products and (i) the Customer (if asked to do so by The Chopping Company Ltd) returns such Products to The Chopping Company Ltd's place of business at The Chopping Company Ltd's cost, then The Chopping Company Ltd shall, at its option, repair or replace the defective Products, or refund the price of the defective Products. For the avoidance of doubt, The Chopping Company Ltd shall not be liable in respect of the cost of installation of any replacement or repaired Products.
4.3 The Chopping Company Ltd shall not be liable for Products' failure to comply with the warranty set out in clause 4.1 in any of the following events:
(1) the Customer makes any further use of such Products after giving notice in accordance with clause 4.2;
(2) the defect arises because the Customer failed to follow The Chopping Company Ltd's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
(3) the Customer alters or repairs such Products without the written consent of The Chopping Company Ltd;
(4) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(5) the Products differ from the Specification as a result of changes made to ensure the Products comply with applicable statutory or regulatory requirements.
4.4 Except as otherwise provided in this clause 4, The Chopping Company Ltd shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 4.1, and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4.5 The Conditions shall apply to any repaired or replacement Products supplied by The Chopping Company Ltd.
5. Title and risk
5.1 The risk in the Products shall pass to the Customer on completion of delivery.
5.2 Title to the Products shall not pass to the Customer until The Chopping Company Ltd has received payment in full (in cash or cleared funds) for the Products. Until title to the Products has passed to the Customer, the Customer shall (i) hold the Products on a fiduciary basis as The Chopping Company Ltd's bailee; (ii) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as The Chopping Company Ltd's property; (iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Products; (iv) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (v) notify The Chopping Company Ltd immediately if it becomes subject to any of the events listed in clause 7.2; and give The Chopping Company Ltd such information relating to the Products as The Chopping Company Ltd may require from time to time; provided that nothing in this clause shall prevent the Customer reselling or using the Products in the ordinary course of its business.
5.3 If before title to the Products passes to the Customer, the Customer becomes subject to any of the events listed in clause 7.2, or The Chopping Company Ltd reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy The Chopping Company Ltd may have, The Chopping Company Ltd may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, The Chopping Company Ltd may enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
6. Price and payment
6.1 Subject to clause 6.2, the price of the Products shall be the price set out in the Quotation or such other price as advised to the Customer by The Chopping Company Ltd in advance of the Customer placing an Order.
6.2 The Chopping Company Ltd may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to (i) any request by the Customer to change the delivery date(s), quantities or types of Products ordered or (ii) any delay caused by any failure of the Customer to give The Chopping Company Ltd adequate or accurate information or instructions.
6.3 Unless the parties agree otherwise, the price of the Products will be on an ex-works basis (as such term is defined in the International Chamber of Commerce Incoterms Rules 2010).
6.4 The price of the Products is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from The Chopping Company Ltd, pay to The Chopping Company Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Products.
6.5 Unless the parties expressly agree otherwise, The Chopping Company Ltd may invoice the Customer for the Products on or at any time after the acceptance of the Order by The Chopping Company Ltd. The Customer shall pay the invoice in full and in cleared funds not later than thirty(30) Business Days following the date the invoice was issued by The Chopping Company Ltd. Payment shall be made to the bank account nominated in writing by The Chopping Company Ltd, and time of payment is of the essence.
6.6 If the Customer fails to make any payment due to The Chopping Company Ltd under the Contract by the due date for payment then, without prejudice to its other available remedies, The Chopping Company Ltd may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and The Chopping Company Ltd without incurring any liability to the Customer and/or charge interest on the overdue amount at the rate of 4% per annum above Lloyds TSB's base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against The Chopping Company Ltd in order to justify withholding payment of any such amount in whole or in part. The Chopping Company Ltd may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by The Chopping Company Ltd to the Customer.
7. Customer's insolvency or incapacity
7.1 If the Customer becomes subject to any of the events listed in clause 7.2, or The Chopping Company Ltd reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to The Chopping Company Ltd, The Chopping Company Ltd may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and The Chopping Company Ltd without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer shall become immediately due.
7.2 For the purposes of clause 7.1, the relevant events are:
(1) the Customer 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, or (being an individual) is deemed either unable to pay its 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) has any partner to whom any of the foregoing apply;
(2) the Customer 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 Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
(3) (being a company) (i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer (ii) 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 Customer or (iii) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
(4) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(5) the Customer is subject to a material change in control;
(6) a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within fourteen (14) days;
(7) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
(8) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clauses (1) to (7) (inclusive);
(9) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; and
(10) the Customer's financial position deteriorates to such an extent that in The Chopping Company Ltd's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
7.3 Termination of the Contract, however arising, 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.
8. Limitation of liability
8.1 Nothing in the Conditions shall limit or exclude The Chopping Company Ltd's liability for:
(1) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(2) fraud or fraudulent misrepresentation;
(3) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(4) defective products under the Consumer Protection Act 1987.
8.2 Subject to clause 8.1:
(1) The Chopping Company Ltd shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(2) The Chopping Company Ltd's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lesser of one hundred thousand pounds (£100,000) or fifty per cent (50% of) the value of the Order.
9. Force majeure
9.1 Neither party 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.
9.2 For the purpose of the Conditions, a Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
10.1 Assignment and subcontracting
(1) The Chopping Company Ltd may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(2) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of The Chopping Company Ltd.
(1) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.
(2) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(1); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
(3) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(1) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
(2) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10.5 Third party rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
Except as set out in the Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by The Chopping Company Ltd.
10.7 Governing law and jurisdiction
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
In the Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
The Chopping Company Ltd: The Chopping Company Ltd Limited, a company incorporated in the United Kingdom (company number SC361297) whose registered office is at 3 Ashfield Carnbo, Kinross, Scotland, KY13 0NX.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.6.
Contract: the contract between The Chopping Company Ltd and the Customer for the sale and purchase of the Products in accordance with the Conditions.
Customer: the person who purchases the Products from The Chopping Company Ltd.
Force Majeure Event: has the meaning given in clause 9.2.
Order: the Customer's order for the Products, as set out in writing, in whatever form.
Products: the goods (or any part of them) set out in the Order.
Specification: any specification for the Products, including any related plans and drawings, that is provided to the Customer by The Chopping Company Ltd.
In the Conditions, the following rules apply:
unless the context otherwise requires (i) words importing the singular only shall include the plural and vice versa; (ii) any reference to any gender shall include all other genders and (iii) words importing natural persons shall also include corporations, firms, partnerships, associations, organisations, governments, states, foundations and trusts;
any term introduced by the term include, including, in particular or any similar expression will be construed as illustrating and will not limit the sense of the words preceding and/or following that term;
a reference to a statute or statutory provision shall include all subordinate legislation made from time to time or as at the date of the Conditions under the statute or statutory provision, as amended by any subsequent statute or statutory provision or as contained in any subsequent re-enactment thereof;
any reference to "writing" includes letters or faxes or any other form of electronic communication, except where expressly provided to the contrary in the Conditions; and
clause headings are inserted for convenience only and shall not affect the interpretation of the Conditions. References to clauses are to the clauses of the Conditions.