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Terms & Conditions
 
iPromotionalItems.co.uk website is a part of Water4Fish - Online Shop with Promotional Items
 

1. CONTRACT TERMS

In these Terms and Conditions the following words have the following meanings:

"W4F" means Water4Fish

"Contract" means the agreement between the W4F and the Purchaser for the purchase of the Items and incorporating them.

"Artwork" means any design, logo, drawing, specification, printed matter, instructions or information (as appropriate) provided by the Purchaser in relation to the Items.

"Items" means the items to be supplied or procured by the W4F and purchased by the Purchaser on the terms of the Contract, as detailed in the Order or on the Website.

"Intellectual Property" means any and all trade marks, registered or unregistered design rights, UK or foreign patents, copyright, confidential information, trade or business names, database rights, know how, technology and other intellectual property rights (and any applications for the foregoing) whether registerable or not in any country.

"Order" means the purchase order containing details relating to the Items and the Contract.

"the Purchaser" means the person, firm, company or other organisation purchasing the Items from the W4F.

"Website" means any website operated by the W4F from time to time for the sale of Items.

2. BASIS OF THE CONTRACT

  • These Terms and Conditions shall be incorporated in all Contracts of the W4F to sell the Items and are the sole conditions upon which the W4F will deal with the Purchaser. All other terms, conditions or other representations are excluded from the Contract, including any terms and conditions which the Purchaser may purport to apply under any Contract, and these Terms and Conditions shall prevail and shall govern the Contract to the entire exclusion of any express or implied terms. By accepting the Order or by ordering Items from using the Website the Purchaser agrees to be bound by these Terms and Conditions.

THESE TERMS AND CONDITIONS DO NOT AFFECT THE PURCHASER'S STATUTORY RIGHTS .

  • No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents, representatives or employees of the W4F shall be construed to vary in any way any of the terms and conditions under the Contract unless otherwise agreed in accordance with Clause19 .
  • All illustrations contained in the W4F's brochures, catalogues, advertisements or price lists are approximate only and are intended merely to give a general idea of the items described therein and shall not form part of the Contract.
  • Any written quotation, estimate and/or advertised price for the Items shall be an invitation to treat and no binding contract shall be created by placing an Order on the W4F website or otherwise until the W4F has acknowledged the Order to the Purchaser either verbally or in writing (as appropriate).
  • These Terms and Conditions apply to all purchases of Items from the W4F whether from its Website, by telesales, facsimile, e-mail or otherwise.
  • Any reference in the Contract to "writing" or cognate expressions, include a reference to any communication effected by the Website, telex, cable, facsimile, email or any comparable means.
  • Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.
  • The W4F may update these Terms and Conditions from time to time and any changes will be notified to the Purchaser via the e-mail address provided by the Purchaser or via a suitable announcement on the Website. The changes will apply to the use of the Website after the W4F has given notice. If the Purchaser does not wish to accept the new Terms and Conditions the Purchaser should not continue to use the Website. If the Purchaser continues to use the Website after the date on which the change comes into effect, the Purchaser's use of the Website indicates its agreement to be bound by the new Terms and Conditions.

3. PURCHASER'S DESIGN

  • The Purchaser warrants that the Design it supplies to the W4F is accurate and free from error. Subject to Clause 3.2, the W4F shall not be liable for any losses, claims, damages, costs or expenses suffered by the Purchaser resulting from any error or inaccuracy in such Design.
  • Where the W4F supplies Items bearing printed matter for the Design no claim whatsoever shall be made in respect of -
  • the contents, colouring or position of such Design unless such claim is made within four days after delivery of the first consignment delivered under any Order. No such claim can be accepted if the said contents, Design or position comply with a proof submitted to and approved by the Purchaser or the W4F;
  • any defective printing after any part of the Items comprised in any consignment delivered in pursuance of any Order has been used for any purpose whatsoever.

4. DELIVERY

  • Any time or date given for delivery of the Items whether specified in the Order or otherwise given by the W4F shall be taken as an estimate made by the W4F in good faith but shall not be binding upon the W4F as a term of the Contract or otherwise. Time of delivery is not of the essence for the purposes of the Contract and the W4F will not be liable for any loss or damage sustained by the Purchaser in consequence of any failure to deliver within such time or by such date or in consequence of the delay howsoever caused.
  • Risk in the Items shall pass to the Purchaser from the time of despatch to the Purchaser or its agent and the Purchaser shall insure the Items against loss and damage by fire or other insurable risk from that time until the price thereof has been paid in full and cleared funds. The Purchaser shall hold on trust for the W4F any insurance monies received as a result of such loss or damage.
  • Where Items are delivered by instalments under the Contract each instalment shall be deemed to be sold under a separate Contract and any failure on the part of the W4F for the delivery of a particular instalment or any defects in workmanship or materials affecting any particular instalment shall not entitle the Purchaser to repudiate the Contract with regard to any instalments remaining deliverable or to refuse or withhold payment for any Items delivered.

5. NOTICE OF NON-DELIVERY, SHORTAGE OR DAMAGED GOODS

The Purchaser shall notify the W4F of any shortage of or damage to Items delivered within 24 hours of delivery or collection and such notification shall be confirmed in writing by the Purchaser within 7 days of delivery. No responsibility whatsoever for such shortages or damages will be accepted by the W4F in the event of failure by the Purchaser to notify the W4F of the same within the said period. Items damaged in transit should not be accepted from the carrier and no credit will be given for or replacements made of Items accepted from the carrier in a damaged condition.

6. MINIMUM ORDER

The W4F reserves the right to establish a minimum order level. The Items delivered against an Order may vary in accordance with normal trade tolerances from the specifications stated in such Order, and the Purchaser shall not be entitled to claim any allowance in respect of such variation.

7. PASSING OF TITLE

  • Ownership of the Items shall remain solely with the W4F until such time as the Purchaser has paid to the W4F the agreed price in full and cleared funds for all the Items under the Contract and any other contract between the parties.
  • The Purchaser acknowledges that the Purchaser is in possession of the Items solely as a bailee of the W4F until such time as the full price thereof is paid in full and cleared funds to the W4F under Clause 8.1 above.
  • Until such time as the Purchaser becomes the owner of the Items the Purchaser will store the Items on its premises separately from the Purchaser's own items or third party items and in a manner which makes them readily identifiable as the Items of the W4F.
  • The Purchaser's right to possession of the Items shall cease if it does or suffers to be done any act or thing which would or might entitle the W4F to treat the Contract as having been repudiated for any reason.
  • In the event of failure to pay the price in accordance with the Contract or any other default by the Purchaser under the Contract or any other contract between the parties, the W4F, its servants and agents may forthwith enter upon any premises or land occupied or owned by the Purchaser and may repossess all Items in relation to which ownership remains with the W4F. The Purchaser will co-operate in the identification of the W4F's Items. The W4F may exercise any right of re-sale in respect of Items which shall operate in addition to any other legal rights which may accrue to the W4F.
  • Subject to the other terms of the Contract, the Purchaser is licensed by the W4F to agree to sell the Items, subject to the express condition that such sale shall be made by the Purchaser as agent and bailee of the W4F, whether the Purchaser shall sell on its own account or not, and the entire proceeds thereof are held on trust for the W4F until payment of the agreed price, and may not be mingled with other monies and shall be at all times identifiable as W4F monies.
  • If the W4F has not received the proceeds of any sale under Clause 8.6 above, the Purchaser will upon being called so to do by the W4F, within 7 days thereof, assign to the W4F all rights against the person or persons to whom the Purchaser has supplied the Items.

8. PRICE

  • All prices quoted are exclusive of VAT and unless specifically stated are based upon costs current at the date of quotation.
  • The Purchaser is responsible for the payment of all costs relating to the delivery, packaging, and other applicable taxes and levies in relation to the Items.
  • The price of Items may be subject to variation to take account of variations in labour, materials or other costs since the date of the W4F's quotation or (if no quotation is issued) the Purchaser's Order. The W4F accordingly reserves the right to adjust the invoice price payable by the amount of an increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original Contract price.
  • The Purchaser agrees that section 32(3) of the Sale of Items Act 1979 shall not apply to Items sent by the W4F.

9. PAYMENT

  • Each consignment of Items may be invoiced separately and the W4F's invoices shall be paid by the Purchaser in full and cleared funds within 7 days following the date upon which the items were despatched or collected or order was placed.
  • If for any reason the Purchaser is unable to accept delivery when due, the Items will be invoiced and payment will fall due 7 days following the date upon which the Items were ready for delivery or collection or order was placed. In such case the W4F will, if facilities permit, store the Items at the Purchaser's risk and expense until delivery and reserves the right to make additional charges for such storage and for any extra handling and transportation. This clause shall not affect any rights the W4F may have against a Purchaser for failing to accept delivery.
  • If the Purchaser fails to make any payments when due the W4F, may at its option and without prejudice to any other rights or remedies which it may have under the contract: -
  • suspend any further deliveries until payment is made; or
  • repudiate the Contract;

and the W4F shall be entitled to charge interest (both before and after judgment) on the outstanding balance of all overdue accounts from the date of the invoice until the time of payment calculated on a daily basis at a rate of 4% above the base rate from time to time Bank of England.

  • Time for payment is of the essence for the purposes of the Contract.
  • The W4F shall be entitled to suspend any and all deliveries and instalments until payment for all earlier deliveries has been made and the date for delivery shall be postponed to the extent to which such deliveries are suspended.
  • The Purchaser shall not be entitled to withhold payment of any amount payable under the Contract (or any other contract between the parties) because of a disputed claim of the Purchaser in respect of faulty Items or any other breach of contract, nor shall the Purchaser be entitled to set-off against any amount payable under the Contract (or any other contract between the parties) to the W4F any monies which are or are purported to be payable by the W4F.

In the event of this outstanding amount remaining unpaid after a period of 30 days the account will then be transferred to an independent third party debt recovery team whose minimum fee will be either £450 + VAT or 23% + VAT of the original amount (whichever is greater). This can also adversely affect the client's ability to obtain credit in the future.
 
10. SUPPLY OF GOODS AND CANCELLATION OF ORDERS
  • The Purchaser may not cancel any Orders for Items made to the Purchaser's specific requirements. Orders for Items kept in stock may be cancelled or returned only with the prior written consent of the W4F and within 7 days of the Order being placed by the Purchaser. In the event of such cancellation the Purchaser will be obliged to pay a re-stocking and handling charge and any administration costs involved.
  • In respect of any Items supplied by the W4F but manufactured by third parties, the benefit of warranties or guarantees given to the W4F by such third party manufacturers or suppliers will wherever practicable be passed to the Purchaser subject to the terms and conditions upon which they were given by the third party.
  • Where the W4F has provided artwork, such artwork shall be approved by the Purchaser or those acting on its behalf and no change to the artwork will be accepted once the said artwork has been used in production of any Items to be supplied to the Purchaser unless the Purchaser is prepared to accept a variation to the contract price as a result of such change. The Purchaser must confirm his acceptance to the variation of the Contract price in writing.
  • Except as provided in these Terms and Conditions, all warranties, (whether express or implied by statute or common law or howsoever) including without limitation those of satisfactory quality or of fitness for a particular purpose (even if that purpose is made known expressly or by implication of the W4F) are hereby excluded.
  • Samples are not refundable and cannot be returned. We offer the samples purchasing option for the future customer to check the quality and look of the item before bigger order or for the purpose of presenting them to your customers. Price paid for a sample can be deducted from the bigger order placed for the same items and a special offer code will be given over the phone whilst placing another order.

11. SALES VIA WEBSITE

  • No permission to copy, reproduce, modify or download the Website or any part of such site is given and in particular nothing on such sites may be reproduced for use in any publication, or distributed for any purpose without the prior written consent of the W4F.
  • Any information found on the Website is intended for guidance only and the items and prices described in it are subject to change without notice. No representation or warranty is given as to the completeness or accuracy of any information on the Website, or that such information is current.
  • Where the Website is hyper-linked to any site operated by any third party, the W4F accepts no responsibility or liability in respect of any produce, service, material or information on such site. The presence of such sites shall not be deemed to be a commendation or endorsement of such site by the W4F.
  • The W4F will not be liable for damage to, or viruses that may affect, any computer equipment, software, data or other property as a result of access to, use of, or browsing of the Website or the downloading of any material data, text or image.
  • The W4F will not be liable for any damage, loss, costs, or expenses suffered by the Purchaser as a result of any downtime (being the period during which the Website is unavailable for use by the Purchase for any reason whatsoever) of the Website.
  • All trademarks used in the W4F's catalogue, brochure, price list or Website belong to the W4F or the registered proprietor of such trademarks.
  • All rights relating to copyright, trademarks, know-how and any other Intellectual Property rights in materials or information on the Web-site are reserved to the ownership of the W4F.
  • By continuing to use the Website you are deemed to accept these Terms and Conditions.

12. INTELLECTUAL PROPERTY

  • The Purchaser warrants and represents that any Design or instruction furnished or given to the W4F shall not be such as to cause the W4F to infringe any third party Intellectual Property rights. The Purchaser shall indemnify and keep indemnified the W4F against any and all claims, actions, costs, expenses (including legal expenses and disbursements) made or brought against the W4F (whether in the UK or elsewhere) in respect of any infringement of any third party Intellectual Property rights as a result of the use of the Design under the Contract.
  • The supply of Items under the Contract shall not confer any rights upon the Purchaser to use any of the W4F's Intellectual Property without the prior written consent of the W4F and at all times such Intellectual Property shall remain the property of the W4F. The supply of Items under the Contract shall not imply any right to the Purchaser to use any Intellectual Property which the W4F may have or any indemnity against infringement of the Intellectual Property rights of third parties by the W4F.
  • No licence is granted to the Purchaser in these Terms and Conditions to use any trade mark of the W4F, or its affiliated companies including, without limitation, the trade mark water4fish.

13. LIABILITY

  • The Website is provided by the W4F without any warranties or guarantees. The Purchase r must bear the risks associated with the use of the Internet. Nothing in this Clause 14 or elsewhere in the Contract is intended to restrict or exclude the W4F's liability for death or personal injury resulting from negligence, or for fraud or for any other liability or loss forbidden by English law.
  • The W4F shall not be liable (whether or not the W4F has been advised of the possibility of such loss) in contract, tort, negligence or otherwise howsoever arising for any claim, damage, loss, costs or expenses (including legal expenses and disbursements) in respect of:
  • any losses special to the Purchaser;
  • any direct loss of profits;
  • any direct loss of turnover; and/or
  • any direct loss of revenue; or
  • any indirect or consequential loss or damage howsoever caused including without limitation:

a) any losses special to the Purchaser;

b) any loss of profits;

c) loss of turnover;

d) loss of revenue;

e) loss of business; and/or

f) loss of data ;

and for the avoidance of doubt, the sub-clauses in this Clause 14.2 are intended and agreed by the Purchaser to be severable.

  • Subject to Clause 14.1 , the aggregate liability of the W4F (whether in contract, tort, negligence or breach of statutory duty or otherwise) to the Purchaser for any loss or damage shall be limited to the price of the Items. The W4F's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to £50,000.
  • The Purchaser shall be liable for and shall indemnify the W4F against any and all expenses, loss, liability or proceedings suffered by a third party arising as a result of or in connection with any act, omission, negligence, and/or breach of the terms of the Contract or otherwise through the default of the Purchaser.
  • The W4F makes no representation or warranty that the use of the Items does not infringe the rights of any third party and the W4F accepts no liability in this respect.

 

14. DEFAULT OR INSOLVENCY OF PURCHASER

  • In the event that:
  • the Purchaser shall be in breach of any of its obligations under the Contract; or
  • any distress or execution shall be levied on the Purchaser's property or assets; or
  • if the Purchaser (being an individual or partnership) shall make or offer to make any voluntary arrangement or composition with its creditors or become bankrupt or if any bankruptcy petition be presented against him; or
  • if the Purchaser (being a company) has an administrative receiver or administrator appointed or makes a voluntary arrangement with its creditors or commences to be wound up; or
  • otherwise if the Purchaser fails to pays its debts as and when they fall due; or
  • such equivalent event in Clauses 15.1.2 to Clause 15.1.4 occurs to the Purchaser in its local jurisdiction;

the W4F at its discretion and without prejudice to any other right or claim may by notice in writing immediately terminate, wholly or in part, the Contract between the W4F and the Purchaser or may (without prejudice to the W4F's rights subsequently to terminate the Contract for the same cause should it so decide) by notice in writing suspend further deliveries of Items.

15. LIMITATIONS

The Purchaser may not use the Website for any of the following purposes:

  • disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material
  • transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise breaches any relevant laws, regulations or code of practice
  • gaining unauthorised access to other computer systems
  • interfering with any other person's use or enjoyment of the Website
  • breaching any laws concerning the use of public telecommunications networks
  • interfering or disrupting networks or web sites connected to the Website
  • making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner

The Purchaser will indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by the W4F, all damages awarded against the W4F under any judgment by a court of competent jurisdiction and all settlements sums paid by the W4F as a result of any settlement agreed by the W4F arising out of in connection with:

  • any claim by any third party that the use of the Website by the Purchaser is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;
  • any claim by any third party that the use of the Website by the Purchaser infringes that third party's copyright or other intellectual property rights of whatever nature;
  • any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the Website by the Purchaser.

16. AVAILABILITY OF THE WEBSITE

Although the W4F aims to offer you the best service possible, the W4F makes no promise that the services at the Website will meet your requirements. The W4F cannot guarantee that the service will be fault free. If a fault occurs in the service the Purchaser should report it to the Customer Services (see below for contact details) or by email at office@water4fish.co.uk and the W4F will attempt to correct the fault as soon as the W4F reasonably can.

The Purchaser's access to the Website may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. The W4F will attempt to restore the Service as soon as it reasonably can.

17. THIRD PARTY WEBSITES

As a convenience to the W4F's customers, the Website may include links to other web sites or material which are beyond its control. The W4F is not responsible for content on the Internet or World Wide Web pages.

18. INTERNATIONAL USE

The W4F makes no promise that materials on the Website are appropriate or available for use in locations outside the United Kingdom , and accessing the Website from territories where its contents are illegal or unlawful is prohibited. If the Purchaser does choose to access this site from locations outside the United Kingdom, the Purchaser does so on its own initiative and will be responsible for compliance with local laws.

19. FORCE MAJEURE

  • The W4F shall be entitled to delay or cancel delivery or to reduce the amount of the Items delivered if it is prevented from, hindered or delayed in supplying, obtaining or delivering the Items by normal route or means of delivery through any circumstances beyond its reasonable control, including but not limited to, strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of labour and raw materials from normal source of supply and the W4F shall not be responsible to the Purchaser for any resulting loss or damage suffered by the Purchaser.
  • If the performance of the Contract by the W4F shall be prevented by any circumstances of force majeure, the W4F shall have the right to be discharged from further performance of and liability under the Contract. If the W4F exercises such right, the Purchaser shall pay the contract price less a reasonable allowance for such part of the Contract that has not been performed by the W4F.

20. DISPUTES

In the event of any dispute arising between the W4F and the Purchaser regarding any omission, matter, act or thing of whatsoever nature arising out of the Contract, then such dispute or difference shall at the option of the W4F only, be referred to such person as the parties may agree to as arbitrator, or failing such agreement as may be appointed on the request of either party by the President at the time being of the Chartered Institute of Arbitrators. Such arbitration shall take place in Manchester or other place as the parties may agree.

21 . HEADINGS

Marginal notes and headings in these Terms and Conditions shall not form part of the Terms and Conditions and are inserted for ease of reference only.

22 . VARIATION

All variations or modifications to the Contract will only be binding if recorded in writing and signed by the authorised signatories of both parties.

23. WAIVER

The waiver by the W4F of any right or the failure by the W4F to exercise any right or to insist on the strict performance of any provision of the Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of the Contract.

24. SEVERABILITY

Each provision of the Contract is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If in any particular case any of these Terms and Conditions shall be held to be invalid or shall not apply to the Contract, the other terms and conditions herein shall continue in full force and effect.

25. THIRD PARTY RIGHTS

A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

26. ASSIGNMENT

The Purchaser may not assign, sub-contract or in any way transfer or dispose any of its rights or obligations under the Contract without the prior written consent of the W4F.

27. NOTICES

  • Any notice required to be served under the Contract shall be served on the W4F at its registered offices in the UK or such other address as the W4F may from time to time notify to the Purchaser in writing and on the Purchaser at the address in the Order by first class post, registered air mail or by email or facsimile. The Purchaser is responsible for notifying the W4F in writing of any change to its address, email address or facsimile number.
  • Any such notice served by post shall be deemed to have been served in the case of a destination in the UK two days after the date of despatch and seven days after the date of despatch to any other destination. In the case of service by email, when the email is available to read in the recipient's inbox and in the case of facsimile when the addressee's machine acknowledges receipt thereof, provided that a copy of the notice or communication is also put into the post in accordance with Clause 24.1 within 24 hours following despatch of the initial version.

28. ENTIRE AGREEMENT

The Contract contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties. The Purchaser acknowledges that in entering into the Contract, it does not do so on the basis of and does not rely on, any representation, warranty or other provision except as expressly provided in the Contract.

29. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and any Contract shall in all respects be governed or construed in accordance with laws of England and the parties, if situated in the United Kingdom, hereby submit to the jurisdiction of the English courts.

In case of foreign location of a purchaser both parties also agree that both parties submit to the jurisdiction of the suitable foreign courts.

This Website is owned and operated by the W4F, if you have any queries please contact:
Customer Services at +44(0) 20 33 972 172