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Terms & Conditions of Business - Online

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T I Midwood & Co Ltd 

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the goods listed on our website http://www.timco.co.uk and http://www.timco.ie (our site) to you.

Please read these terms and conditions carefully before ordering any goods from our site. You should understand that by ordering any of our goods, you agree to be bound by these terms and conditions (and our standard terms and conditions of sale – please see clause 19.3).

You should print a copy of these terms and conditions for future reference.

Your attention is drawn in particular to clause 9 (our liability) and clause 11 (data protection).

 

1. Information About Us

http://www.timco.co.uk and http://www.timco.ie are sites operated by T I Midwood & Co Ltd. We are registered in England and Wales under company number 3360713 and with our registered office at C/O UHY Hacker Young, St Johns Chambers, Love Street, Chester, CH1 1QN. Our main trading address is TIMCO House, Green Lane, Wardle, Nantwich CW5 6BJ. Our VAT number is GB 310199193.
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2. Service Availability

Our site is only intended for use by businesses resident in the UK and European Economic Area.  We do not accept orders from businesses outside those countries.  Some restrictions are placed on the extent to which we accept orders from specific countries – please contact us for further details before placing any orders. 
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3. Your Status

By placing an order through our site, you warrant that:

(a) You are legally capable of entering into binding contracts; and

(b) You are at least 18 years old;

(c) You are resident in the UK or the European Economic Area; and

(d) You are accessing our site from the UK or the European Economic Area.
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4. How The Contract Is Formed Between You & Us

4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order.  Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy the Goods.

4.2 All orders are subject to availability.  If an item is not in stock at the time you place your order, we will notify you and refund you the total amount of your order, using the original method of payment.  If available, your order is subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the offer has been accepted and the Goods have been dispatched (the Dispatch Confirmation).  The contract between us (Contract) will only be formed when we send you the Dispatch Confirmation.

4.3 The Contract will relate only to those Goods whose dispatch we have confirmed in the Dispatch Confirmation.  We will not be obliged to supply any other Goods which may have been part of your order until the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation.
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5. Availability & Delivery

5.1 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Dispatch Confirmation.

5.2 Delivery using the TIMCO Direct Delivery service will be subject at all times to the terms of the Delivery Policy.
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6. Risk & Title

6.1 The Goods will be at your risk from the time Goods are loaded onto the third party despatch vehicle.

6.2 Ownership of the Goods will only pass to you when we receive full payment of all sums due in respect of the Goods, including delivery charges.
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7. Price & Payment

7.1 The price of any Goods will be as quoted on our site from time to time, except in cases of obvious error.

7.2 These prices exclude VAT (unless indicated otherwise) and delivery costs, which will be added to the total amount due as set out in the confirmation of order before you place your order. 

7.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.

7.4 Our site contains a large number of Goods and it is always possible that, despite our best efforts, some of the Goods listed on our site may be incorrectly priced.  We will normally verify prices as part of our dispatch procedures so that, where a product's correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you.  If a product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject your order and notify you of such rejection.

7.5 We are under no obligation to provide the Goods to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.

7.6 Payment for all Goods must be by credit or debit card.  We accept payment with most generally accepted credit and debit cards.  We will not charge your credit or debit card until we despatch your order. Credit accounts are available by separate agreement if we deem it appropriate. Payment in respect of such credit accounts (if granted) shall be made in full by the end of the month following that in which the order is placed, or 30 business days from the date of order, whichever is the sooner.
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8. Quality

8.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (the “warranty period”), the Goods shall (provided that they are properly used in relation to a function for which they are designed/advertised and that they are not used in an application for which they are not designed or for which they are not appropriate to use or incorporate):

(a) conform in all material respects with their description;

(b) be free from material defects in design, material and workmanship; and

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by us (stated in our literature).

8.2 Subject to clause 8.3, if:

(a) you give us notice in writing to the ‘TIMCO QC department’ at our registered office during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;

(b) we are given a reasonable opportunity of examining such Goods; and

(c) you (if asked to do so by us) return such Goods to our place of business at our expense, then we shall, at our option, replace the defective Goods, or refund the invoiced price of the defective Goods in full. Any potential issues with Goods raised by you must be accompanied by returned samples of the Goods, original packaging and box label reference numbers.

8.3 We shall not be liable for Goods' failure to comply with the warranty set out in clause 8.1 in any of the following circumstances:

(a) you make any further use of such Goods after giving notice in accordance with clause 8.2 without our written consent;

(b) the defect arises because you and/or the end user failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) in the event of fraud or fraudulent misrepresentation; or

(d) you alter or repair such Goods without our written consent;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse, incorrect application or abnormal storage or working terms and conditions; or

(f) the Goods differ from their description or the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.4 Except as provided in this clause 8, we shall have no liability to you in respect of the Goods' failure to comply with the warranty set out in clause 8.1.

8.5 Except as set out in these terms and conditions, all warranties, terms and conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.6 These terms and conditions shall apply to any replacement Goods supplied by us.
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9. Our Liability

9.1 We warrant to you that any Goods purchased from us through our site are of satisfactory quality and reasonably fit for all the purposes for which Goods of the kind are commonly supplied.

9.2 Subject always to the remainder of this clause 9, our liability for losses you suffer as a result of us breaching the terms of this agreement, including deliberate breach, is strictly limited to the purchase price of the Goods you purchased.

9.3 This does not include or limit in any way our liability:

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

(b) under section 2(3) of the Consumer Protection Act 1987;

(c) for fraud or fraudulent misrepresentation; or

(d) for any deliberate breach of these Terms by us that would entitle you to terminate the contract between us.

(e) for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

9.4 We are not responsible for indirect or consequential losses of any kind, even if such losses result from our deliberate breach of these Terms, including but not limited to:

(a) loss of income or revenue,

(b) loss of business,

(c) loss of profits or contracts,

(d) loss of anticipated savings,

(e) loss of data, or

(f) waste of management or office time

Whether caused by tort (including negligence), breach of contract or otherwise; provided that this clause 9.4 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 9.1 or clause 9.2 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 9.4.

9.5 If we find it necessary to use solicitors or other professional parties to recover any amounts, costs and/or expenses owing to us, or in dealing with any breaches of these terms and conditions by you (“professional costs”), you will, in addition, be required to pay for those professional costs incurred and shall be liable to us for the same regardless of any court decision as to any related liability. 
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10. Import Duty

10.1 If you order Goods 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.

10.2 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable for any breach by you of any such laws. 
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11. Data Protection

Data Protection Legislation: the Data Protection Act 2018, the GDPR and any other UK laws, regulations and secondary legislation, as amended or updated from time to time.

Data Subject: has the meaning given in the Data Protection Legislation.

GDPR: General Data Protection Regulation ((EU) 2016/679).

Personal Data: has the meaning given in the Data Protection Legislation.

11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

11.3 The parties acknowledge that in carrying out its obligations under the Contract, and for the purposes of the Data Protection Legislation, we will be the data processor and you will be the data controller (where Data Processor and Data Controller have the meanings as defined in the Data Protection Legislation).

11.4 Without prejudice to the generality of clause 11.2, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of these terms and conditions.

11.5 Without prejudice to the generality of clause 11.2, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under these terms and conditions:
(a) only process any Personal Data that is necessary to carry out our obligations under the Contract or if otherwise only in accordance with your written instructions;
(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained and the following conditions are fulfilled:
(i) you or we have provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and legal remedies;
(iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;
(e) assist you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify you without undue delay on becoming aware of a Personal Data breach;
(g) at your written direction, delete or return Personal Data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate our compliance with this clause 11.

11.6 Either party may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these terms and conditions).
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12. Written Communications

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 mainly electronic. We will contact you by e-mail 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 comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
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13. Notices

All notices given by you to us must be given to T I Midwood & Co Ltd at TIMCO House, Green Lane, Wardle, Nantwich CW5 6BJ or sales@timco.co.uk. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
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14. Transfer Of Rights & Obligations

14.1 The contract between you and us is binding on you and us and on our respective successors and assigns.

14.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
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15. Events Outside Our Control

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes (without limitation) the following:

(a) strikes, lock-outs or other industrial action.

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

(e) impossibility of the use of public or private telecommunications networks.

(f) applicable acts, decrees, legislation, regulations or restrictions of any government.

15.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
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16. Waiver

16.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

16.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.

16.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13.
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17. Severability

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
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18. Entire Agreement

18.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

18.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.

18.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
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19. Our Right To Vary These Terms And Conditions

19.1 We have the right to revise and amend these terms and conditions from time to time.

19.2 You will be subject to the policies and terms and conditions in force at the time that you order Goods from us, unless any change to those policies or these terms and conditions is required to be made earlier by law or governmental authority (in which case it will apply to all then existing orders).
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20. Law And Jurisdiction

Contracts for the purchase of Goods through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
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  • UK: +44 (0) 1829 261 111

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    IRE: +353 (0) 476 3538

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