WORDFLOW LIMITED – TERMS AND CONDITIONS
1 ABOUT US
1.1 These provisions set out the terms and conditions (Conditions) on which an individual trader, company or firm (Customer) may make use of the website at www.wordflow.co.uk (Website) and the goods and services provided by us (the provision of goods and services to be referred to collectively as the Services). We may update these Conditions from time to time and we will notify such changes to you by uploading details of them on the Website.
1.2 The Website and the Services are operated and provided by Wordflow Limited, a company registered in England and Wales with company number 03297987, with its registered office at 11-19 Vyner Street, London, E2 9DG (Supplier).
1.3 Access to the Website is permitted on a temporary basis and the Supplier reserves the right to withdraw or amend the Services provided through the Website without notice. The Supplier will not be liable if, for any reason, the Website is unavailable at any time or for any period.
2.1 The Services provided by the Supplier include but are not limited to the supply of paper, print supplies, workplace furniture and furniture assembly, equipment, corporate stationery and merchandising, shredding, IT products including computers, services, software and licensing, printers and copiers managed print services. The Supplier may amend the list of Services from time to time.
3.1 These Conditions govern the relationship between the Customer and the Supplier for the provision of the Services (Contract). These Conditions shall apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 An order for Services (Order) can be placed by the Customer online at the Website, by calling 0845 609 2450, by email to the Supplier’s customer service representative or by fax to 0845 609 2451. The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
3.3 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification (as defined in clause 4.2 below) submitted by the Customer are complete and accurate.
3.4 A quotation for the Services given by the Supplier whether verbally or in writing shall not constitute an offer and shall only be valid for a period of 30 days from its date of issue.
3.5 The Order shall only be deemed to be accepted when the Supplier communicates acceptance of the Order to the Customer, at which point the Contract shall come into existence.
3.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
4 PROVIDING THE SERVICES
4.1 The Services are described in the Supplier's catalogue or on the Website (as applicable). Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures or on the Website are produced for the sole purpose of giving an approximate idea of the Services referred to in them. They shall not form part of the Contract nor have any contractual force.
4.2 The Customer warrants that it has the permission, right and authority to use or reproduce any text, image, design, trade mark or any other copyright work set out in the Specification (Rights) and that the Supplier is authorised to reproduce the Rights on the Customer’s behalf. To the extent that the Services are to be produced in accordance with a bespoke specification supplied by the Customer or designed by the Supplier for the Customer (Specification), the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 4.2 shall survive termination of the Contract.
4.3 Any Specification produced or provided by the Supplier shall be approved in writing by the Customer prior to the Supplier processing the Order and the Customer acknowledges and agrees that the Supplier will not proof the Specification and the Supplier will not be liable to the Customer for any mistakes or omissions in respect of the Specification. The Supplier reserves the right to amend the Specification if required by any applicable statute or regulation.
5 PRICE AND PAYMENT
5.1 The price of the Services shall be the price set out in Supplier’s written acceptance of the Order. The price shall be exclusive of any applicable value added tax and the costs and charges of packaging, insurance and transfer of the Services unless they are expressly included.
5.2 The Supplier shall invoice the Customer for the Services on or at any time after the Contract has been formed and the Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
5.3 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment the Customer shall pay interest on the overdue amount at the rate of 2% per annum above Lloyds Bank Plc’s base rate from time to time. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount.
5.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). In the event of a discrepancy between the price set out in the invoice and the price in the Contract, the Customer must communicate the discrepancy to the Supplier’s credit control department within 3 days of receipt of the invoice, following which the Supplier shall discuss the discrepancy with the Customer and, if a discrepancy is agreed, amend the invoice accordingly.
5.5 The Supplier may at any time without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer again any amount payable by the Supplier to the Customer.
6.1 The Supplier shall ensure that each delivery of the Services is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers the type and quantity of the Services (including the code number of the Services, where applicable).
6.2 The Services shall be delivered by a third-party delivery company (the Courier). The Supplier accepts no liability whatsoever for any loss or damage sustained to the Services by the Courier or upon delivery. The Supplier shall not be liable for any delay in delivery of the Services that is caused by any event or circumstance beyond the Supplier’s reasonable control (a Force Majeure Event) or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Services.
6.3 Subject to clause 6.2 above, if the Courier fails to deliver the Services, the Customer shall have 3 days from the date of the invoice to communicate in writing to the Customer that the Services have not been delivered, following which the Supplier shall arrange for replacement Services to be delivered as soon as reasonably practicable at no additional cost to the Customer.
6.4 The Supplier may deliver the Services by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7.1 The Supplier warrants that on delivery the Services shall conform with their description and any applicable Specification and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
7.2 The Customer shall have two days from the date of delivery within which to examine the Services and notify the Supplier in writing if the Services are incorrect or incomplete. The Customer shall be deemed to have accepted the Services if the Customer fails to notify the Supplier within two days of delivery. The Supplier shall be entitled to a reasonable opportunity to inspect the Services and, at the discretion of the Supplier, replace or repair the defective part of the Services or refund the Customer. These Conditions shall apply to any repaired or replacement Services supplied by the Supplier.
7.3 The Supplier shall not be liable for the Services' failure to comply with the warranty set out in clause 7.1 in any of the following events:
7.3.1 the Customer makes any further use of such Services after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow the Supplier's or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Services or (if there are none) good trade practice regarding the same;
7.3.3 the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
7.3.4 the Customer alters or repairs the Services without the written consent of the Supplier;
7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.6 the Services differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Services' failure to comply with the warranty set out in clause 7.1 and the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.5 These Conditions shall apply to any repaired or replacement Services supplied by the Supplier.
8 TITLE AND RISK
8.1 The risk in the Services shall pass to the Customer on collection of the Order by the Courier or collection by the Customer as the case may be. Title to the Services shall not pass to the Customer until the Supplier receives payment in full for the Services.
8.2 Subject to clause 8.3, the Customer may resell or use the Services in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Services.
8.3 If before title to the Services passes to the Customer, the Customer becomes subject to any of the events listed in clause 9.4, then, without limiting any other right or remedy the Supplier may have, the Customer’s right to use the Services in the ordinary course of its business ceases immediately, and the Supplier may at any time require the Customer to deliver up all Services in its possession that have not been resold, or irrevocably incorporated into another product or enter any premises of the Customer or of any third party where the Services are stored in order to recover them.
9 CANCELLATION AND TERMINATION
9.1 The Customer shall have 15 days from the date of an invoice to cancel and Order. Any request for cancellation of an Order must be made in writing to the Supplier. If cancellation by the Customer takes place prior to the Services being dispatched the Supplier will not (subject to clause 9.3) invoice the Customer for the Services and, to the extent that the Customer has paid for the Services in advance, refund to the Customer the sums paid for the Order in full within 10 days. If the cancellation takes place following delivery of the Services to the Customer, the Customer shall, with the Supplier’s agreement and at its own cost, arrange for the Services to be returned to the Supplier, and the Supplier shall (subject to clause 9.2 below) refund the sums paid to the Customer in full within 10 days of the Services being received. A minimum handling charge of 20% of the value of the Order may be applied to cancellations of Orders at the discretion of the Supplier in the event of a cancellation request being submitted by a Supplier in the absence of a valid reason.
9.2 The Customer shall not be permitted to return Services to the Supplier that have been opened, removed from their packaging or defaced in any way. Any Services to be returned pursuant to clause 9.1 shall be returned in a resalable condition unless otherwise agreed with the Supplier in accordance with clause 5.2.
9.3 The Customer shall not, unless otherwise agreed with the Supplier, be entitled to cancel an Order for Services subject to a Specification (as set out in clause 4.2 above) to the extent that the Services have been personalised in accordance with the instructions of the Customer.
9.4 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.4.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
9.4.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
9.4.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.4.4 the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.5 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.4.1 to clause 9.4.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract or any other contract on the due date for payment.
9.6 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.7 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
9.8 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.9 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.
10 LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987 (if applicable) or any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to clause 10.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sums paid by the Customer to the Supplier in the year immediately preceding the event of liability arising under this clause 10.
11 FORCE MAJEURE
11.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for three months, the party not affected may terminate this Contract by giving 30 days' written notice to the affected party.
12 PERSONAL INFORMATION
12.1 The Supplier may use any personal information provided by a Customer:
12.1.1 to supply the Services;
12.1.2 to process payment for the Services; and
12.1.3 unless the Customer disagrees during the process of creating an Order, to give a Customer information about similar services that the Supplier provides. A Customer may stop receiving this at any time by contacting the Supplier.
12.2 Where the Supplier extends credit to a Customer for Services, the Supplier may pass a Customer’s personal information to credit reference agencies which may keep a record of any search that they do.
12.3 The Supplier will only pass on a Customer’s personal information to other third parties where the law either requires or allows it to do so.
13.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
13.2 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
13.3 No variation of this Contract shall be effective unless it is in writing and signed by a director of the Customer or a Customer’s corporate representative who has the authority to enter into Contracts on the Customer’s behalf.
13.4 A waiver of any rights or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
13.4.1 waive that or any other right or remedy; nor
13.4.2 prevent or restrict the further exercise of that or any other right or remedy.
13.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision of part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
13.6 No one other than a party to this Contract shall have any right to enforce any of its terms.
13.7 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.