NOSWELL (A trading name of Sealwise Limited)

TERMS AND CONDITIONS OF ONLINE SALES OF PRODUCTS

1. ABOUT US

1.1 Company details. Noswell is a trading name of Sealwise Limited (company number 07751844) (we and us), a company registered in England and Wales. Our registered office and main trading address is at Unit 5 Mendip Business Park Mendip Road, Rooksbridge, Axbridge, Somerset, BS26 2UG. Our VAT number is 124555523. We operate the website https://www.noswell.co.uk/.

1.2 Contacting us. To contact us telephone our customer service team at 01934 750084 or email support@noswell.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Products by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 We sell online only. Our products are intended to be sold online only to businesses and to consumers. By placing an order for any of our Products through our website, you warrant to us that the Product is being purchased by you in the course of a business or personal end user use.

2.3 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3. PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the Product specified in the order (Product) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but 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 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it or to confirm that the Products have been dispatched (Order Confirmation). The Contract between you and us will only be formed when we send you the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Products for any reason, for example because the Product requested is unavailable or because of a pricing error or us having insufficient information to process the order, we will inform you of this by email 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.

4. OUR PRODUCTS

4.1 Any images of the Products on our site are for illustration purposes only. Although we have made every effort to display the colours accurately, the colour of your Products may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.

4.3 The packaging of your Products may vary from that shown on images on our site.

5. RETURN AND REFUND

5.1 Subject to clause 5.2, you may cancel the Contract for unopened and unused Products and receive a refund if you notify us as set out in clause 5.2 and return the Products to us within 14 days of receipt.

5.2 To notify us that you would like to return a Product, you can contact our Customer Services team by email at support@noswell.co.uk or during our opening hours by telephone on 01934 750084 or by post at the address set out in clause 1.1. If you are emailing us or writing to us please include details of your order to help us to identify it. You will be responsible for the costs of returning a Product to us. The Product must be returned in its original packaging and condition. If it is not returned in the original packaging and condition then we can in our discretion either make no refund or deduct 25% of the price of the Product from any refund.

5.3 If you have returned a Product to us because it is faulty or mis-described, we will refund the price of the Product in full. If you have notified us beforehand and we have agreed to do so and approved the cost, we will pay the costs of returning the Product.

6. DELIVERY, TRANSFER OF RISK AND TITLE

6.1 We will advise you an estimated delivery date at or around the time we issue our Order Confirmation. If the estimated delivery cannot be achieved, we will advise a revised delivery date as soon as possible. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens. The time of delivery is not of the essence or guaranteed.

6.2 Delivery is complete once the Products have been made available at the address for delivery set out in your order and the Products will be at your risk from that time.

6.3 You own the Products once we have received payment in full, including of all applicable delivery charges.

6.4 If we fail to deliver the Products, our liability is limited to the cost of obtaining replacement Products of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products.

7. NO ONLINE ORDERS INTERNATIONAL DELIVERY

7.1 Unfortunately, we do not accept online orders for delivery to addresses outside the UK.

7.2 If you would like to place an order for Products for delivery outside the UK, please contact our customer service team by email or telephone for advice.

8. PRICE OF PRODUCTS AND DELIVERY CHARGES

8.1 The prices of the Products will be as quoted on our site at the time you submit your order. We always try hard to ensure that the prices of our Product are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Products you ordered.

8.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.

8.3 The price of Products excludes 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.

8.4 If the price of a Product does not include delivery charges, our delivery charges will be as advised to you during the check-out process, before you confirm your order.

8.5 We sell a large number of Products through our site. It is always possible that, despite our efforts, a Product on our site may be incorrectly priced. If we discover an error in the price of a Product you have ordered we will contact you in writing 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. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Products and refund you any sums you have paid.

9. HOW TO PAY

9.1 If you have applied and registered for and we in our absolute discretion have allowed you a credit account with us our terms of payment are 30 days from the end of the month in which the invoice is issued. We may cancel a credit account at any time immediately on notice. A credit account may be cancelled if you fail to make a payment to us when due or if you are subject to an insolvency event or if for any reason we are concerned that you may not make a payment to us when due. We are not obliged to give a reason for cancellation of a credit account.

9.2 Subject to clause 9.1, you can only pay for Products using a debit card or credit card. We accept the cards as shown from time to time on our website. Payment for the Products is in advance.

10. PRODUCT GUARANTEE

10.1 Subject to clause 10.2 and provided that you have registered with us to receive the benefit of this warranty, we warrant that the Products we sell shall perform in accordance with their product description for the lifetime of the product they are used to manufacture. If you have purchased a Product from us with the intention of reselling the Product, you should advise your customer of the need to register with us to receive the benefit of this warranty.

10.2 The warranty in clause 10.1:

(a) applies only in respect of the Product itself and does not constitute any other or further warranty or guarantee in respect of the product it is used to manufacture;

(b) is subject to the Product being used only for applications for which it is sold;

(c) shall not apply if the surface of the Product has been damaged as a result of defective workmanship or otherwise;

(d) shall not apply if the Product has been altered or treated other than as provided in our product literature or description or as otherwise approved by us in writing; or

(e) shall not apply if the Product has been subjected to conditions outside those specified in the product literature.

11. OUR WARRANTY FOR THE PRODUCTS

11.1 The Products are intended for use only in the UK. We do not warrant that the Products comply with the laws, regulations or standards outside the UK.

11.2 We provide a warranty that on delivery, the Products shall:

(a) subject to clause 11.4, conform in all material respects with their description; and

(b) be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and

(c) be fit for any purpose held out by us.

11.3 Subject to clause 11.4, if:

(a) you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 11.2;

(b) we are given a reasonable opportunity of examining the Products; and

(c) we ask you to do so, you return the Products to us,

we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.

11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:

(a) you make any further use of the Products after giving notice to us under clause 11.3;

(b) you alter or repair the Products without our written consent; or

(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions (other than such conditions for which the Product is held out by us to be used).

11.5 We will only be liable to you for the Products’ failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.

11.6 Except as expressly stated in these Terms, we do not give any representations, 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 if that is not a purpose for which we have expressly or impliedly held out the Product as being suitable.

11.7 These Terms also apply to any repaired or replacement Products supplied by us to you.

12. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2 Nothing in these Terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession); or

(d) any other liability that cannot be limited or excluded by law.

12.3 Subject to clause 12.2, we will under no circumstances be liable to you for:

(a) any loss of profits, sales, business, or revenue; or

(b) loss of business opportunity; or

(c) loss of anticipated savings; or

(d) loss of goodwill; or

(e) any indirect or consequential loss.

12.4 Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 300% of the price of the Products or £5,000, whichever is the lower amount.

13. TERMINATION

13.1 Without affecting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14. EVENTS OUTSIDE OUR CONTROL

14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the 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.

14.3 You may cancel the 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 return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.

15. COMMUNICATIONS BETWEEN US

15.1 When we refer to “in writing” in these Terms, this includes email.

15.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice is deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the third working day after posting; or

(c) if sent by email, at 9.00 am the next working day after transmission.

15.4 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 email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16. GENERAL

16.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

16.6 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.