Terms of Sale

Spinaclean Limited Terms and Conditions of Sale:

These Conditions apply to the purchase of all products from Spinaclean Limited through its website, by the telephone or in person at its premises. By placing an order, the customers agree to be bound by them.

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions apply to these Conditions:

Business: means a business, trade or profession;

Conditions: means these Terms and Conditions as amended from time to time;

Consumer: means a Customer purchasing the Products other than for the purpose of a Business;

Contract: means the contract between Spinaclean and the Customer for the sale and purchase of the Products;

Contract Documents: means the documents comprising the Contract, as specified in Clause 2.3;

Customer: means the person or organisation purchasing the Products from Spinaclean;

Delivery Location: means the address or addresses for delivery of the Products;

Documentation: means any descriptions, instructions, manuals, literature, technical details or other related materials supplied by Spinaclean to the Customer in connection with the Products;

Products: means the products, related accessories and spare parts and other physical items to be supplied by Spinaclean to the Customer in accordance with the Contract;

Order: means the Customer’s order for the Products;

Site: means www.spinaclean.com

Spinaclean: means Spinaclean Limited, a company incorporated under the laws of England and Wales with company number 04506121, whose registered office is at Unit 33 Cornwell Business Park, Salthouse Road, Brackmills Industrial Estate, Northampton NN4 7EX;

Specification: means the functional, performance and technical specification for the Products, as set out in the Documentation; and

VAT: means value added tax under the Value Added Tax Act 1994 or any other similar sale or fiscal tax applying to the sale of the Products.

1.2 In these Conditions, unless the context does not so permit:

(a) clause headings are included for convenience only and shall have no effect on the interpretation of these Conditions;

(b) a reference to a ‘party’ means either Spinaclean or the Customer and includes that party’s personal representatives, successors and permitted assigns;

(c) a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

(d) a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

(e) a reference to any gender includes each other gender;

(f) words denoting the singular include the plural and vice versa;

(g) a reference to ‘writing’ includes email and the expression “written” shall be construed accordingly.

(h) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

(i) a reference to a statute or statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision.

2. BASIS OF CONTRACT

2.1 These Conditions apply to and form part of the Contract between Spinaclean and the Customer. They supersede any previously issued terms and conditions of purchase.

2.2 These Conditions apply to and govern the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate by any means, or which are implied by law, trade custom, practice or course of dealing .

2.3 .If there is an inconsistency between any of the Contract Documents, then they shall prevail in the following descending order of priority:

(a) any document not mentioned in Clause 2.3(b) to 2.3(d) which the parties intend to be legally binding, including any correspondence between the parties setting out further specifications, minor adjustments or clarifications of the provisions of the other Contract Documents;

(b) the Specification;

(d) these Conditions.

2.4 No variation of any Contract Document shall be binding unless expressly agreed in writing by a duly authorised signatory of each of the Customer and Spinaclean.

2.5 Each Order by the Customer to Spinaclean shall be an offer to purchase the Products in accordance with the Contract.

2.6 Each Order shall form the subject of a separate Contract.

2.7 The Customer shall procure that each Order is placed in writing and includes the following information:-

(a) the full legal name and postal address of the Customer;

(b) the specific Products being ordered and the respective quantities of each;

(d) the Delivery Location; and

(e) the Customer’s preferred delivery date.

2.8 Spinaclean may accept or reject an Order at its discretion . An Order shall not be accepted, and no binding obligation to supply any Products shall arise, until the earlier of:

(a) Spinaclean’s written acceptance of the Order; or

(b) Spinaclean delivering the Products .

Upon acceptance of the Order in accordance with this Clause 2.8 the Contract shall come into effect.

2.9 Any descriptive matter, advertising or promotional material issued by Spinaclean is issued for the sole purpose of giving an approximate indication of the nature, physical properties, functionality or performance of the Products. Any such descriptive matter, advertising or material shall not form part of the Contract.

3. PRICES AND PAYMENT

3.1 The Prices are set out on the Site and in price lists issued by Spinaclean from time to time and, unless otherwise expressly stated otherwise, are exclusive of VAT..

3.2 The Prices do not include delivery charges. Spinaclean will notify the Customer of the applicable delivery charges (if any) prior to the placing of the Order.

3.3 The Customer must pay the Price, together with VAT and any applicable delivery charges upon delivery of the Products, upon delivery or, if later, upon the submission by Spinaclean of its invoice. Payment must be made in full, without deduction or set-off, in such manner as Spinaclean, acting reasonably, shall require.

3.4 Time for payment shall be of the essence of the Contract.

3.5 If the Customer fails to make any payment due to Spinaclean under the Contract in accordance with Clause 3.3, then, without limiting any other right or remedy that Spinaclean might have:-

(a) If the Customer is a Consumer, the Customer shall be liable to pay interest on the overdue amount at the rate of 4% above the base rate of the Bank of England from time to time in force; and

(b) in all other cases, the Customer shall be liable to pay interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

In each case, interest shall accrue on a daily basis from the due date for payment until actual payment of the overdue amount, whether before or after judgment. .

4. DELIVERY

4.1 Delivery of the Products shall be deemed to have taken place when Spinaclean makes the Products available for collection or unloading (as the case may be) at the Delivery Location.

4.2 Spinaclean shall use reasonable endeavours to meet any date requested by the Customer, but any such date shall be an estimate only and time shall not be of the essence.

4.3 If the delivery of the Products is delayed by an event outside Spinaclean’s reasonable control Spinaclean will notify the Customer accordingly and use reasonable endeavours to minimise the effect of the delay. If Spinaclean complies with these obligations, it will not be liable forany costs, expenses, loss, damage or liability suffered or incurred by the Customer, and the Customer shall have no other right or remedy against Spinaclean, resulting from such delay, provided that, if Spinaclean has not delivered the Products before the expiry of 30 days from the date on which the Contract came into effect, the Customer may the Contract by giving notice of cancellation to Spinaclean and receive a refund for any Products paid for but not received.

4.4 If the Customer fails for any reason to accept delivery of the Products Spinaclean will contact the Customer in order to re-arrange delivery. If, following compliance by Spinaclean with these obligations, the Customer fails to accept delivery of the Products before the expiry of 30 days from the date on which the Products were first made available for delivery, Spinaclean may cancel the Contract with immediate effect by giving notice of cancellation to the Customer. In the event of such cancellation the Customer shall be liable for any costs, losses or expenses of any kind incurred by Spinaclean as the result of the Customer’s failure to accept delivery, including without limitation the cost of storage of the Products and any financial losses incurred by Spinaclean in the resale of the Products..

4.5 Spinaclean may deliver the Products in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. RISK AND OWNERSHIP

5.1 The risk of loss of or damage to the Products shall pass from Spinaclean to the Customer on delivery.

5.2 Ownership of the Products shall pass from Spinaclean to the Customer upon the receipt by Spinaclean of payment in full in cleared funds for the Products.

5.3 Until ownership of the Products has passed to the Customer, the Customer shall:

(a) maintain the Products in satisfactory condition;

(b) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as Spinaclean's property; and

6. ACCEPTANCE AND DEFECTS

6.1 If the Customer is a Consumer, the provisions of Clause 7 will apply. In the event of any discrepancy or inconsistency between this Clause 6 and Clause 7 the provisions of Clause 7 shall prevail.

6.2 The Customer shall be deemed to have accepted the Products upon the expiry of seven days from the date of delivery if the Customer has not, within the said period of seven days, notified Spinaclean of any defect or damage. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.

6.3 Subject to the following provisions of this Clause 6 Spinaclean shall, at its option, either repair or replace any Product which is damaged upon delivery or which suffers any material defect or otherwise fails in any material respect to conform to the Specification within a period of one year following the date of delivery, to the extent that such defect or failure arises as the result of faulty design, materials or workmanship.

6.4 The obligations of Spinaclean under Clause 6.3 are subject to the following conditions:-

(a) the Customer must notify Spinaclean in writing of the damage, defect or failure promptly upon the same being discovered and in any event within seven days;

(b) the Customer must return the defective Products at its Spinaclean’s reasonable expense within such time period as Spinaclean shall specify;

(c) Spinaclean shall, at its own expense, deliver repaired or replacement Products to the Customer at the original Delivery Location.

6.5 As an alternative to its obligations under Clause 6.3 Spinaclean may, at its exclusive and unqualified discretion, refund the Price to the Customer and recover possession of the Products from the Customer.

6.6 Without limiting the foregoing provisions of this Clause 6, Spinaclean shall have no liability for any damage, defect or failure affecting the Products to the extent that:-

(a) the defect, damage or failure arises by reason of wear and tear, wilful damage, negligence, abnormal working conditions or could be expected to arise in the normal course of use of the Products;

(b) the defect, damage or failure is caused by the failure of the Customer, its employees, officers, workers, agents or representatives to comply with any instructions or recommendations issued from time to time by Spinaclean or the manufacturer in relation to the use, storage, operation, adjustment, maintenance or repair of the Products , whether contained in the Documentation or elsewhere; or

(c) the Products are used after the Customer has notified Spinaclean of the defect, damage or failure or ought reasonably to have done so.

7. ADDITIONAL PROVISIONS APPLICABLE TO SALES TO CONSUMERS

7.1 The provisions of this Clause 7 apply only if the Customer is a Consumer and in no other circumstances.

7.2 If the Products have been purchased using the Site or by telephone, the Customer may cancel the Contract without giving reasons by giving Spinaclean written notice of cancellation at any time before the expiry of 14 days from the date of delivery of the Products. If the Customer exercises this right to cancel the Contract:-

(a) Spinaclean will collect the Products at the reasonable expense of the Customer; and

(b) Spinaclean will, within 14 days of receipt of the Customer’s notice of cancellation, refund the Price and any delivery charges plus VAT, but may deduct a sum to reflect any reduction in the value of the Products caused by any handling of them by the Customer in order to establish their nature, characteristics and functioning.

7.3 Spinaclean has a legal duty to supply Products that are in conformity with the Contract. If the Products are not supplied in full or are either not of satisfactory quality or fit for their purpose the Customer may be entitled to certain statutory remedies.

7.4 If Spinaclean commits any breach of the Contract, it will be responsible for any loss or damage suffered or incurred by the Customer that is a foreseeable result of Spinaclean’s breach of the Contract. Spinaclean shall not be responsible for any loss or damage that is not foreseeable.

7.5 Spinaclean does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of the Customer’s legal rights in relation to the Products..

8. WARRANTY AND EXCLUSION

8.1 The Company will assign the benefit of a 12 month warranty to the Purchaser but shall not be liable for any claim or claims for any damages whether direct, indirect special or consequential or economic damage or loss (including loss of profit or goodwill) arising from any breach by its contract or any defect in the goods.

8.2 In certain circumstances and for certain product ranges, the Company may offer a specific warranty against defects arising from faulty design or materials, for a defined period.

8.3 Any warranty period offered will be deemed to have commenced on the date the goods have been delivered to the Purchaser.

8.4 The Company will not be liable for any warranty or guarantee where the Purchaser has not paid for the goods in full by the due date.

8.5 The warranty is non-transferable and remains between the Company and the initial Purchaser.

8.6 The warranty is void if the product is misused, altered, tampered with or is used in a manner that is inconsistent with the Company’s written recommendations, specifications and/or instructions, or fails due to normal wear and tear. Eg. motors that have dust contamination are not covered under warranty.

8.7 The Company is not liable for special, indirect, incidental, consequential or other damages including, but not limited to, loss, damage, personal injury, or any other expense directly or indirectly arising from the use of or inability to use its products either separately or in combination with other products.

8.8 Any allegedly defective product must be returned prepaid transportation to the Company, together with information describing the product's use and performance and will be subject to a Warranty Inspection.

8.9 The Company undertakes to initially replace the defective product or alternatively credit the account with the original purchase price.

8.10 The Company warranty does not relate to consumables such as filters, dust bags etc.

8.11 Nothing in these conditions shall exclude liability of the Company for death or personal injury resulting from its negligence insofar as the same is prohibited by United Kingdom statute.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the liability of Spinaclean for:

(a) death or personal injury caused by the negligence of Spinaclean;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other matter in respect of which it would be unlawful for Spinaclean to exclude or limit its liability.

9.2 Subject to Clause 12.1:

(a) Spinaclean shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss if business or business opportunity or diminution of goodwill, or for any indirect or consequential loss arising under or in connection with any Contract between us, regardless of how the same arose or of whether Spinaclean had been advised of the possibility of such loss or diminution occurring; and

(b) the total liability of Spinaclean to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by the Customer for the Products under the Contract.

10. FORCE MAJEURE

10.1 Spinaclean shall not be in breach of the Contract nor liable for any delay in performing or a failure to perform any of its obligations under the Contract to the extent that such delay or failure result from events, circumstances or causes beyond its reasonable control (in each case a Force Majeure Event). In such circumstances, Spinaclean shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for a continuous period of four weeks, either party may terminate the Contract with immediate effect by giving written notice to the other party.

11. CONTACTING SPINACLEAN

The Customer may contact Spinaclean by either of the following methods:-

(a) by e-mail at [email protected]

(b) by post to Spinaclean Ltd, 33 Cornwell Business Park, Salthouse Road, Brackmills Industrial Estate, Northampton NN4 7EX, marked for the attention of Customer Services Manager.

12. MISCELLANEOUS AND GENERAL

12.1 Spinaclean may transfer its rights and obligations under the Contract to another organisation. Spinaclean will notify the Customer in writing of any such transfer.

12.2 The Contract is between Spinaclean and the Customer. No other person shall have any rights to enforce any of its terms.

12.3 Each of the paragraphs of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

12.4 If Spinaclean does not insist immediately that the Customer perform any of its obligations or functions under the Contract or if it delays in taking steps against the Customer in respect of any breach of contract, this does not constitute a waiver by Spinaclean of its rights, and will not prevent Spinaclean from enforcing the Contract or taking steps to obtain a right or remedy from the Customer at a later date. .

12.5 The Contract Documents, together with any other documents referred to in any of them, constitute the entire agreement between Spinaclean and the Customer, and supersede any previous agreements, arrangements, representations, statements or warranties given or made by either party, with regard to its subject matter. Each party acknowledges that, by entering into the Contract, it has not relied on any representation, statements or warranty by or on behalf of the other party which has not been incorporated into the Contract by way of express provision.

12.6 The Contract is governed by English law and Spinaclean and the Customer submit to the non-exclusive jurisdiction of the English courts