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TERMS AND CONDITIONS OF USE AND SALE

Use of Website

This agreement (together with any documents referred to therein) sets out the terms and conditions relating to your use of our website www.fgadamsonandson.co.uk (“the Site”) and the conditions of sale of goods and services listed on the Site. Please read these terms and conditions carefully as they contain important information about your rights and obligations when using our Site.

You should understand that by using the Site, you agree to be bound by these terms and conditions. Please click on the box marked "I Agree" within the following screens (as applicable) to confirm acceptance of the terms and conditions of use of the Site and Conditions of Sale:-

1. Application for Trade Account / Upgrade my Account; and/or
2. Placing of order.

Please understand that if you refuse to accept these terms and conditions, you will not be able to proceed with your application for a Trade Account, upgrade your account and/or to complete any purchase. You should print and retain a copy of these terms and conditions for future reference.

Every effort is made that the content of this website is accurate. However, should errors occur in the description of goods or services or their pricing we reserve the right to cancel the order.

Descriptions and images are approximate only and, for technical reasons, items may vary from the image shown.

We aim to keep our website as up-to-date as possible. However, there may be times when product pricing / description / availability do not correspond with the current status.

We have the right to revise and amend these terms and conditions from time to time. You will be subject to our policies and terms and conditions in force at the time that you place your order with us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously made by you), or if we notify you of the change to those policies or these terms and conditions before we accept your order (as defined in the Conditions of Sale), in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the acceptance of your order.

  1. INFORMATION ABOUT US
    1. We are F G Adamson & Son and our office address is at Occupation Lane, Swanland, East Yorkshire, HU14 3QZ, registered VAT number GB166871625.
    2. This website is wholly owned and operated by F G Adamson & Son. All rights pertaining to this website, including copyright, are owned by F G Adamson & Son or third parties who have given us authorisation for use of their images and systems. Users may not modify or post anything on this website, nor store or copy any part of it.
  2. YOUR STATUS
    By placing an order through our Site, you warrant that:
    1. You are legally capable of entering into binding contracts;
    2. You are not a ‘consumer’ as such term is defined in the Consumer Protection (Distance Selling) Regulations 2000/2334 (as amended, extended or re-enacted from time to time);
    3. All of the information provided by you in your order is true and accurate; and
    4. You are at least 18 years old.
  3. PRIVACY
    Please read our Privacy Policy and Cookie Policy relating to the use of the Site. These also apply to the Conditions of Sale set out below.
  4. OUR STATUS
    We may also provide links on our Site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products you purchase from companies to whose website we have provided a link on our Site will be of satisfactory quality, and any such deemed undertakings or warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your legal rights against the third party seller.
  5. ACCOUNT SECURITY / PERSONAL DETAILS
    1. If you suspect that somebody has gained unauthorised access to your user account details please contact us immediately, so that we can cancel your user account and set up a new one for you. If you suspect that somebody may have wrongfully accessed your payment card details to make a purchase on this site please contact us without delay.
    2. Your account security is of paramount importance to us, and we will take all reasonable care to ensure that your details are kept secure. However, unless found negligent, we cannot be held liable for any losses incurred if a third party obtains unauthorised access to any data provided by our customers.
    3. For the avoidance of doubt credit or debit card details are not stored on our Site.
  6. CANCELLATIONS
    We reserve the right to cancel an order or close an account. Any monies relating to unfulfilled purchases made in connection with them will be refunded in full, save to the extent that such cancellation or closure relates to your default.
  7. LINKS TO AND FROM OTHER WEBSITES
    Links to third party websites on the Site are provided solely for your convenience. If you use these links, you may leave the Site. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Site, you do so entirely at your own risk. Notwithstanding the above any party wishing to link to our website may not do so without express prior consent.
  8. WRITTEN COMMUNICATIONS
    1. Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be wholly or mainly electronic. We will contact you by e-mail or telephone or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically or by post comply with any legal requirement that such communications be in writing.
    2. We will not tolerate language that is unlawful or may be considered threatening, harassing, abusive, obscene or defamatory, either in verbal or written form (e.g. emails and letters).


Conditions of Sale

  1. Application of Conditions of Sale
    1. We shall supply and you shall purchase the Goods and/or Services in accordance with the accepted order which is subject to these Conditions.
    2. The Contract constitutes the whole agreement between the parties who confirm that they have not entered into the Contract in reliance upon any representations not expressly incorporated in the Contract.
  2. Definitions and Interpretation
    1. In these Conditions:-

      “accepted order”

      in the case of both Goods and Services, an order placed by you on the Site which has the meaning given in Condition 3.

      "Business Day"any day other than a Sunday or bank holiday;

      "the Contract"    

      the contract for the purchase and sale of the Goods and/or supply of the Services under these Conditions, including the Terms of Website Use;

      “these Conditions”

      these standard conditions of sale for the Site set out in this document and includes (if applicable) any special terms and conditions agreed in writing between you and us;

      "you"

      the person whose order for the Goods and/or Services placed on the Site is accepted by us;

      “the Delivery Date”

      the date on which the Goods are to be delivered as accepted by us;

      “the Goods”

      the goods (including any instalment of the goods or any parts for them) which we are to supply in accordance with these Conditions;

      “month”

      a calendar month;

      “the Services”

      services to be provided to you in accordance to these Conditions

      “the Site”/“website”www.fgadamsonandson.co.uk

      “we”/“us”

      F G Adamson & Son of Occupation Lane, Swanland, East Yorkshire, HU14 3QZ;

      “writing”

      includes any communications effected by facsimile transmission, electronic mail or any comparable means.


    2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
    3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
  3. Basis of Sale and Service
    1. Our employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by us in writing. In entering into the Contract you acknowledge that you do not rely on, and waive any claim for breach of, any such representations which are not so confirmed.
    2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of you and us.
    3. We will do our best to ensure that the Goods and Services listed on our Site are available. However, all of our Goods and Services offered are subject to availability. We will do our best to state on the Site when items are unavailable. If an item ordered by you is out of stock we will back order the item, subject to exceptions (such as, but not limited to the items not being available to us, the item being obsolete) and dispatch to you as soon as is practicable following receipt by us. We reserve the right to cancel an accepted order, and reimburse you for any payments made, save to the extent that such cancellation relates to your default.
    4. Your order constitutes an offer to us to buy our Goods/Services. All orders for our Goods and Services are subject to acceptance by us. The contract between you and us (Contract) will only be formed when we have accepted your order, by electronic means or other means as appropriate.
    5. Goods and Services listed on the Site are subject to alteration without notice and do not constitute offers to sell the Goods and Services which are capable of acceptance. An order placed by you may not be withdrawn, cancelled or altered prior to acceptance by us and no contract for the sale of the Goods and/or Services shall be binding on us unless we have accepted an order placed by you by whichever is the earlier of:-
      1. our written acceptance
      2. delivery of the Goods and/or supply of the Services; and/or
      3. our sending an invoice and/or dispatch note
    6. Any typographical, clerical or other accidental errors or omissions in any sales information, quotation, price list, invoice, dispatch note or other document or information issued by us or set out on the Site shall be subject to correction without any liability on our part.
  4. The Goods
    1. No order submitted by you shall be deemed to be accepted by us otherwise than in accordance with Condition 3 above.
    2. The specification for the Goods shall be as set out on the Site unless varied expressly in your order (and only if accepted by us).
    3. We reserve the right to make any changes to the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to your specification, which do not materially affect their quality or performance.
    4. No order which has been accepted by us may be cancelled by you except with our written agreement on the terms that you shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
  5. The Services
    1. We shall, in consideration of the fees being paid in accordance with the terms of payment at Condition 7, provide the Services expressly identified in the accepted order or otherwise agreed under the Contract.
    2. We will use reasonable care and skill to perform the Services identified in the accepted order or as otherwise agreed under the Contract.
    3. We shall use reasonable endeavours to provide the Services in accordance with the Contract including in relation to any agreed dates set out in the accepted order, but time will not be of the essence in the performance of these obligations.
  6. Price
    1. The price of the Goods and Services shall be the price current at the date we accept your order or such other price as may be agreed in writing by us and you.
    2. Where we have quoted a price for the Goods and Services other than in accordance with our published prices, the price quoted shall be valid for 14 days only or such other time as we may specify.
    3. We reserve the right, by giving notice to you at any time before delivery, to increase the price of the Goods and Services to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods and Services which are requested by you, or any delay caused by any of your instructions or your failure to give us adequate information or instructions.
    4. Except as otherwise stated under the terms of any accepted order or in any of our price lists, and unless otherwise agreed in writing between you and us, all prices on the Site are exclusive of our charges for packaging and transport.
    5. All prices stated are exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods and Services. If you order Goods or Services from our Site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
    6. Please also note that you must comply with all applicable laws and regulations of the country for which the Goods are destined and/or into which Services are to be supplied. We will not be liable for any breach by you of any such laws.
  7. Payment
    1. Unless otherwise agreed with us in writing, you must make all payments required to be made pursuant to the Contract at the point of placing an order without any set-off, withholding or deduction except such amount (if any) of tax as a party is required to deduct or withhold by law. Where it has been agreed with us in writing you must make all payments required to be made pursuant to the Contract within 30 days of the date of the relevant invoice, or as otherwise agreed with us, without any off-set, withholding or deduction except such amount (if any) of tax as a party is required to deduct or withhold by law.
    2. The time of payment shall be of the essence of these Conditions. If you fail to make any payment on the due date in respect of the price or any other sum due under these Conditions then we shall, without prejudice to any right which we may have pursuant to any statutory provision in force from time to time, have the right to charge you interest on a daily basis at an annual rate equal to the aggregate of 4% over the base rate of HSBC from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
    3. All payments shall be made to us as indicated on the Site, in the accepted order for the Goods and/or Services, or the invoice issued by us, as applicable.
  8. Delivery and Performance
    1. Where appropriate delivery of the Goods shall be made by us delivering the Goods to the place specified in the accepted order.
    2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by us in writing. The Goods may be delivered by us in advance of the Delivery Date upon giving reasonable notice to you.
    3. If you fail to take delivery of the Goods or any part of them on the Delivery Date and/or fail to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, we shall be entitled upon giving written notice to you to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 10.1 risk in the Goods shall pass to you, delivery shall be deemed to have taken place and you shall pay to us all costs and expenses including storage and insurance charges arising from such failure.
  9. Non-Delivery of Goods and Services
    If we fail to deliver the Goods or any of them on the Delivery Date or the Services on the agreed date other than for reasons outside our reasonable control or the fault of our carrier or you:-
    1. if we deliver the Goods and Services at any time thereafter we shall have no liability in respect of such late delivery;
    2. if you give written notice to us within 7 Business Days after the Delivery Date or agreed date and we then fail to deliver the Goods and Services within 45 Business Days after receiving such notice you may cancel the order and our liability shall be limited to the excess cost (if any) incurred by you (in the cheapest available market) in sourcing goods to replace those Goods not delivered and/or procuring services to replace those Services not provided.
  10. Risk and Property
    1. Risk of damage to or loss of the Goods shall pass to you at:-
      1. in the case of Goods to be delivered at our premises, the time when we notify you that the Goods are available for collection; or
      2. in the case of Goods to be delivered otherwise than at our premises, the time of delivery or, if you fail to take delivery of the Goods, the time when we have tendered delivery of the Goods; or
      3. in the case of goods being installed by us, the time that we notify you that the installation is complete.
    2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods, and all or any other goods agreed to be sold by us to you for which payment is then due.
    3. Pending the transfer of the property in the Goods:-
      1. you shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so all money owing by you to us shall (without prejudice to any other right or remedy of us) forthwith become due and payable.
      2. you shall hold the Goods as our bailee and shall keep the Goods separate from those of you and third parties and properly stored, protected, insured and identified as our property;
      3. you shall deal with Goods in the ordinary course of business only, which excludes dealings with Goods after you have entered into an insolvency situation; and
      4. we may at any time require you to deliver up the Goods to us and in default you hereby grant to us a licence to enter upon any of your premises and/or procure (at your cost) a licence to enter onto the premises of any third party where the Goods are stored to repossess the Goods.
  11. Assignment
    1. We may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights or obligations under this contract.
    2. You shall not, without our prior written consent, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of your rights or obligations under this Contract.
  12. Defective Goods
    1. If on delivery any of the Goods are defective in any material respect and either you lawfully refuse delivery of the defective Goods or, if they are signed for on delivery "condition and contents unknown" you give written notice of such defect to us within three Business Days of such delivery, we shall at our option:-
      1. replace the defective Goods within 14 days of receiving your notice; or
      2. refund to you the price for the Goods which are defective,

      but we shall have no further liability to you in respect thereof and you may not reject the Goods if delivery is not refused or notice given by you as aforesaid. Where applicable, we will endeavour to repair the defective Goods where a warranty applies to the Goods and where the manufacturer has accepted liability under the said warranty.
    2. No Goods may be returned to us without our prior written agreement. Subject thereto any Goods returned which we are satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced or, at our sole discretion we shall refund or credit you the price of such defective Goods but we shall have no further liability to you in respect thereof.
    3. We shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration of the Goods without our approval, or any other act or omission on the part of you, your employees or agents or any third party.
    4. Goods, other than defective Goods returned under Conditions 12.1 or 12.2, returned by you and accepted by us may be credited to you at our sole discretion and without any obligation on our part.
    5. Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    6. You shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by you is in compliance with all applicable statutory handling and sale of the Goods by you is carried out in accordance with directions given by us or any competent governmental or regulatory authority and you will indemnify us against any liability loss or damage which we might suffer as a result of your failure to comply with this Condition 12.6.
  13. Right to Return the Goods and to Receive a Refund
    1. If you are not satisfied with any Goods purchased from us, you may cancel the Contract and return the Goods to us and obtain a refund of the price of the returned Goods, provided:-
      1. You inform us of the decision to cancel the Contract within 7 Business Days of delivery of the Goods; and
      2. The Goods are returned in their original condition and packaging; and
      3. The Goods are returned in accordance with condition 13.3 below.
    2. While the Goods remain in your possession you are under a duty to ensure that the Goods are kept safe and secure.
    3. The costs of transportation shall be met by you unless the Goods do not meet the specification set out in the Contract, in which case we shall meet the reasonable costs of transportation.
  14. Customer's Default
    1. If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:-
      1. cancel the order or suspend any further deliveries of Goods and Services to you; and
      2. appropriate any payment made by you to such of the Goods and Services (or the goods and services supplied under any other contract between you and us) as we may think fit (notwithstanding any purported appropriation by you).
    2. This condition applies if:-
      1. you fail to perform or observe any of your obligations hereunder or are otherwise in breach of the Contract; or
      2. you become subject to an administration order or make any voluntary arrangement with your creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) become bankrupt or (being a company) go into liquidation; or
      3. an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets; or
      4. you cease, or threaten to cease, to carry on business; or
      5. we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and notify you accordingly.
    3. If Condition 14.2 applies then, without prejudice to any other right or remedy available to us, we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you, and if the Goods and/or Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
  15. Liability
    1. If we fail to perform the Services with care and skill we will carry out remedial action at no extra cost to you. If no remedial action is possible we will, subject to clauses 15.4 and 15.5, pay for the damage caused, subject to your duty to mitigate any loss which you might suffer.
    2. You shall indemnify us against all damages, costs, claims and expenses suffered by us arising from loss or damage to any equipment (including that of third parties) caused by you, or your agents or employees.
    3. Where “you” are two or more persons, such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a customer shall be joint and several obligations of such persons.
    4. Nothing in the Contract limits or excludes our liability for:
      1. death or personal injury caused by our negligence; or
      2. fraud or fraudulent misrepresentation; or
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law; or
      4. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      5. breach of section 2 of the Consumer Protection Act 1987.
    5. Subject to clause 15.4, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of or damage to goodwill;
      6. loss of use or corruption of software, data or information; or
      7. any indirect or consequential loss.
  16. Communications
    1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
      1. (in the case of communications to us) to F G Adamson & Son at Occupation Lane, Swanland, East Yorkshire, HU14 3QZ or such changed address as shall be notified to you by us; or
      2. (in the case of the communications to you) to the registered office of you (if a company) or (in any other case) to any address of you set out in any document which forms part of the Contract or such other address as shall be notified to us by you.
    2. Communications shall be deemed to have been received:
      1. if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
      2. if delivered by hand, on the day of delivery; or
      3. if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
    3. Communications addressed to us shall be marked for the attention of Gillian Jenkins.
  17. Force Majeure
    1. In the event that either party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Condition 17.2) the party shall not be deemed to be in breach of its obligations under the Contract. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations when possible.
    2. Condition 17.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
    3. Each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.
    4. If and when the period of such incapacity exceeds 3 months then the Contract shall automatically terminate unless the parties first agree otherwise in writing.
  18. Waiver
    No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
  19. Severance
    If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
  20. Third Party Rights
    A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
  21. Governing Law and Jurisdiction
    These terms and conditions shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.