Spira UK Ltd — Conditions of Sale
Version 1.1, May 2021
PART A: Applicable to All Contracts
Additional terms apply to Consumers – see Part B
(a) “the Company” is Spira UK Ltd, trading as ‘Ducting Online’.
(b) “the Customer” is any party entering into a contract with the Company for the supply of goods.
(c) “Delivery of goods shall be deemed to take place:
(i) where goods are delivered by the Company’s own transport, at the moment when the goods are lifted from the delivery vehicle; or
(ii) where goods are delivered by other means of transport, at the moment when the goods are loaded onto the vehicle used for such transport or placed by the Company into the hands of any courier or delivery service.
(d) “Act of Insolvency”: means:
(i) the Customer having any distress, execution or other insolvency process levied upon it; or
(ii) the Customer making, or offering to make, any arrangements or compromise with creditors, or committing any act of bankruptcy; or
(iii) the Customer having any petition or receiving order in bankruptcy presented or make against it.
(iv) the Customer having a receiver of its property or assets or any part of them appointed;
(e) For the purpose of any term requiring notice, such notice will take effect 24 hours after dispatch by post or electronic transmission and:
(i) if to the Company, must be to a postal address, email address or facsimile number quoted by the Company on its quotation or specifically nominated by the Company for the receipt of notices;
(ii) if to the Customer, will be sent to the Customer’s registered office or such alternative postal address, email address or facsimile number as provided by the Customer on its request for quotation or order, service on one or more of such addresses being deemed satisfactory service of a notice by the Company.
(a) These Terms and Conditions apply to every contract between the Company and any Customer and to all further contracts between the Company and that Customer (until and unless the Company notifies that Customer of revised Terms and Conditions), save that contracts for installation work shall be made with, and subject to the terms and conditions of, Spira UK Ltd.
(b) Subject to Clause 2(c) regarding online purchases, no contract arises between the Company and the Customer until the Company accepts the Customer’s order and communicates such acceptance to the Customer.
(c) Where a contract is made online, the contract is deemed to arise when the customer either:
(i) commits to purchase via electronic payment service; or
(ii) confirms that cheque or BACS payment will be made.
(d) No prior statements made by the Company or the Customer, nor any correspondence between them, are incorporated into any such contract unless separately agreed in writing by the Company.
(e) No representation by or on behalf of the Company by an employee or agent (including but not limited to advice or recommendations as to the quality or suitability for specific purposes of goods supplied by the Company) takes effect unless separately confirmed by the Company in writing and the Customer agrees that it does not enter into any contract in reliance on such representations unless so confirmed.
(f) All drawings, photographs, illustrations, performance data, dimensions, weights and other technical information and particulars of the goods to be supplied are given by the Company in the belief that they are as accurate as reasonably possible but the Customer acknowledges and accepts that they are not incorporated into the contract.
(g) The Customer acknowledges and accepts that the Company may increase its prices after the contract is agreed to reflect any increase in the price it is charged by its suppliers for goods.
(h) Other than in accordance with these terms and conditions, no variation to any contract takes effect unless agreed in writing by a director of the Company.
(i) Any agreed variation in the scope of work will be charged for by the Company at the sum agreed between the parties or, in default of such agreement on price, at the Company’s prevailing rates.
(j) No waiver by the Company of any of these Terms and Conditions or forbearance to enforce any remedy it is entitled to shall prejudice any of the Company’s other rights and remedies or operate as a waiver of any other breach by the Customer under any contract with the Company.
(k) Should any of these Term or Conditions be held to be invalid or unenforceable in whole or in part the validity and enforceability of the remaining part and of the other Terms and Conditions shall not be affected.
(l) The Customer may not assign the benefit of any contract with the Company without the written consent of the Company.
(m) Nothing in these terms and conditions shall confer any right upon a third party and the Customer agrees that the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded from any contract to which these terms and conditions apply.
3. Prices and Credit
(a) Offers and prices set out by the Company on its website are valid for the day upon which the website is consulted.
(b) Subject to clause 3(a), the Company may vary its prices and charges without notice.
(c) Credit will be granted at the sole discretion of the Company. The Company reserves the right to carry out credit checks with Credit Reference Agencies where appropriate before offering credit.
(d) The provision of credit by the Company to the Customer is subject to the Customer’s compliance with clause 4(a) and may be withdrawn by the Company at any time and at the Company’s sole discretion.
(e) Credit accounts will be reviewed periodically and accounts that have not traded for 6 months may have credit suspended or withdrawn.
(f) If credit is withdrawn for any reason the Company shall be entitled to any or all of the remedies under Clause 4(c).
4. Payment Terms for Credit Customers
(a) Where credit has been granted by the Company in accordance with clause 3(c) then, unless agreed otherwise in advance between the Company and the Customer in writing, all invoices are strictly net for payment within 30 days of date of invoice and time of payments shall be of the essence of the contract.
(b) The Company will invoice the Customer as follows:
(i) For large orders (such orders being so defined at the Company’s discretion) the Company will issue an initial invoice of 30% on order with the balance invoiced upon delivery;
(ii) For other orders the Company will issue invoices upon consignment.
(c) If for any reason whatsoever payment is not made when due the Company shall be entitled to:
(i) charge interest and fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
(ii) cancel or suspend any contract with the Customer;
(iii) require the Customer to pay any other sums due to the Company immediately;
(iv) enter into the premises of the Customer and repossess and remove all of its goods that remain its property under clause 7, including such goods as have been installed but for which title has not yet passed under clause 7(b), and the Customer grants the Company its employees servants and agents a non-revocable licence to enter into its premises for such purpose.
(d) The Customer agrees that it shall not be entitled to withhold payment by reason of:
(ii) any re-work or repair whether or not agreed with the Company under these Terms and Conditions.
(iii) set-off or counterclaim in respect of any claim disputed by the Company.
(e) The Customer agrees to indemnify the Company in respect of the full amount of any fees costs disbursements or expenses incurred (including court fees and the reasonable cost of legal representation) arising from overdue payment by the Customer or any other breach by the Customer of these terms and conditions.
5. Termination or Suspension
(a) Without prejudice to any of its other rights the Company may terminate the contract or suspend further deliveries to the Customer in the event of:
(i) the Customer failing to make due payment in accordance with clause 4(a) for any goods supplied; or
(ii) any act of Insolvency relating to the Customer;
(iii) the Company receiving any information indicating that the Customer is or may become unable to pay its debts; or
(b) In the event the contract is terminated under clause 5(a) the Company shall be entitled to any or all of the remedies under clause 4(c).
(c) The Company reserves the right to withhold performance of any of its obligations under the contract if in its sole opinion the Customer’s credit status becomes unsatisfactory.
(d) Any purported termination by the Customer will only take effect with the written agreement of the Company and subject to the Customer indemnifying the Company in full for all loss (including loss of profit), cost (including labour and materials), damages, charges and other expenses incurred by the Company as a result of termination.
6. Delivery and Storage
(a) Any date or time quoted for delivery is given as an estimate only and the Company shall:
(i) not be liable for any loss or damage howsoever arising by any matter beyond its reasonable control from failure to deliver or carry out installation on or by such stated date or at such stated time;
(ii) if found liable for loss or damage arising from failure to deliver on such stated date or at such stated time shall be liable only for loss limited to the excess (if any) over the price of the goods of the cost to the Customer of similar goods in the cheapest available market.
(b) If the Customer causes the delivery of goods or any part thereof to be delayed beyond the time when they would otherwise have been delivered or does not make available a person authorised to sign for a delivery such goods shall be removed to the Company’s premises or other storage facility and stored by the Company at the sole risk and expense of the Customer.
(c) The Customer agrees that any failure of the Company to make any delivery shall not entitle the Customer to cancel or suspend any subsequent or other delivery or contract.
7. Passing of Risk and Retention of Title
(a) Risk in goods supplied passes to the Customer upon delivery as defined at clause 1.
(b) Notwithstanding the provisions of clause 7(a) as to the passing of risk, goods supplied by the Company shall remain its sole property until the Customer has paid in full the agreed price and all other sums due from the Customer to the Company whether under this Contract or otherwise (including any interest due). Notwithstanding such retention of title, the Company shall be entitled to maintain an action for the price of the goods as soon as payment falls due.
(c) The Customer acknowledges that it is in possession of such goods as bailee for the Company until the sums due in clause 7(b) have been paid in full and shall:
(i) insure such goods to their full market value;
(ii) store or otherwise identify such goods as to show that they retain the property of the Company;
(iii) not mortgage, charge or otherwise encumber or dispose of the goods without the written permission of the Company; and
(iv) give the Company such information about the goods as it may from time to time require.
(d) The Customer agrees that if the Company invokes its right to repossession of its goods under clause 4(c)(iv) the Company shall not be liable for any damage or injury reasonably done in the course of so doing to any other property owned by or in possession of the Customer to which the Company’s goods have been attached or in which they have been incorporated.
(a) Returns for credit of goods supplied in accordance with the Customer’s order is at the sole discretion of the Company.
(b) Any request by the Customer to return goods for credit must be made within 7 days of receipt and the goods must be dispatched by the Customer within 14 days of receipt.
(c) Goods supplied to the special order of the Customer (including items cut or made to fit, or ordered from third party suppliers to the specification of the Customer) cannot be returned for credit.
(d) Return of goods is subject to a handling and restocking charge as determined by the Company and payable by the Customer in accordance with clause 4(a) and subject to any or all the remedies under clause 4(c).
(e) Goods returned to the Company are to be returned in their original condition and original packaging, in default of which the Company may at its discretion reduce or waive any credit to the Customer.
(a) No claim for defect, damage in transit, short delivery or any other deficiency may be made unless:
(i) such deficiency is notified in writing within three business days of delivery; and
(ii) the Company is permitted to verify the same within 7 days of notification of the claim.
(b) In the absence of any such notification within the period set out at clause 9(a) the Customer shall be deemed to have accepted the goods.
(c) Where goods are damaged in transit (including damaging to packaging) the Customer should use its best endeavours to:
(i) obtain photographs of the damage as soon as it is identified;
(ii) where damage is apparent on delivery, obtain acknowledgment of such damage from the courier or other person making delivery.
(d) The Customer agrees that if it uses or consumes any part of a delivery it is deemed to have accepted that delivery and to have waived any claim or right to claim against the Company in respect of it.
10. Warranties and Liability
(a) The Company warrants that goods will correspond to their specifications as at the time of confirmation of order.
(b) The Company will replace, re-work or give credit to the Customer for any goods which do not comply with the warranty at clause 10(a) and which are accepted by the Company for replacement, re-work or credit.
(c) No claim under clause 10(a) may be made unless:
(i) any claim in respect of the specification of goods is notified in writing the time period set out at clause 9(a); and
(ii) the Company is permitted to verify the same within 7 days of notification of the claim.
(d) In the absence of notification in accordance with clause 10(c) the Customer shall be deemed to have accepted the goods.
(e) Other than as set out in clause 10(a) or as expressly confirmed in writing by the Company:
(i) no warranty condition or representation express or implied as to description, quality or suitability of any goods hereby sold is given by the Company or deemed to have been given or implied and (to the extent permitted by statute) any statutory or other warranty condition or representation whether express or implied is hereby excluded;
(ii) the Company accepts no liability whatsoever for any loss or damage whether consequential or direct and whether suffered by or occasioned to the Customer the employees or agents of the Customer or a third party which may arise after the delivery or installation of the goods.
(iii) If goods supplied under the contract are supplied by a third party subject to that third party’s warranty, the Customer’s remedy for any defect lies against that third party rather than against the Company.
(iv) If goods are supplied for a specific purpose of the Customer, no warranty is given by the Company as to fitness for such purpose irrespective of knowledge of it.
(f) The Company’s liability to the Customer is limited to the total price paid for the goods.
11. Intellectual Property Rights
(a) Unless agreed otherwise in writing by both Company and Customer:
(i) any design, drawing, specification or other document (in written or electronic form) prepared or produced by the Company shall remain the exclusive property of the Company; and
(ii) the Customer shall not disclose any design, drawing, specification or other document (in written or electronic form) prepared or produced by the Company to any third party.
(b) Where the Customer provides the Company with any design, drawing, specification or other document for the purpose of the Company providing its services to the Customer, the Customer grants the Company a non-exclusive, royalty-free, worldwide, non-transferable licence to copy and modify such material for the purpose of provision of such services.
(c) The Customer shall not use any information provided in confidence by the Company for any purpose other than to fulfil its obligations to the Company, and indemnifies the Company in respect of any and all loss or damage arising from a breach of this clause.
(d) The Customer agrees to indemnify the Company in respect of any claim for infringement of any intellectual property right arising from the design or supply of any item to a specification provided by the Customer.
(e) The Customer agrees to notify the Company of any claim or notification of proposed claim arising from any asserted intellectual property right relating to the goods, and acknowledges and accepts that the Company may conduct and at its own discretion settle such dispute.
12. Force Majeure
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, military or usurped power, act of God, force majeure, epidemic or any other matter or occurrence beyond the control of the Company or the failure on the Part of the Customer to make due and timely supply of all materials and/or data and specifications as may be required and agreed as terms of the acceptance of any order by the Company, the Company shall be relieved of all liabilities incurred under the contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by the Statute Rules regulations Orders or Requisitions issued by any Government Department Council or other duty constituted authority or from strikes, lock-outs or other withdrawal of labour force, breakdown of plant or any other causes (whether or not of a like nature) beyond the Company's control.
13. Law and Jurisdiction
(a) The contract is deemed to be made under and in accordance with English law.
(b) Any dispute under the contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
PART B: Additional Terms Applicable to Consumers Only
These terms also apply if you the Customer are a consumer.
A consumer is an individual acting for purposes wholly outside their trade, business, craft or profession.
If you are buying goods from Spira for your own personal use rather than for work you are being paid to do by someone else, then you are likely to be a consumer and these additional terms apply to you.
C1. Your rights to end the Contract
(a) You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(i) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see Clause C3.
(ii) If you want to end the contract because of something we have done or have told you we are going to do, see Clause C1(b).
(iii) If you have just changed your mind about the product, see Clause C1(c). You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods.
(iv) In all other cases (if we are not at fault and there is no right to change your mind), see Clause C1(f).
(b) Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(i) we have told you about an upcoming change to the product or these terms which you do not agree to;
(ii) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(iii) there is a risk that supply of the products may be significantly delayed because of events outside our control;
(iv) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 28 days; or
(v) you have a legal right to end the contract because of something we have done wrong.
(c) Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
(d) When you don't have the right to change your mind. You do not have a right to change your mind in respect of:
(i) products supplied in sealed containers or packaging, once these have been unsealed after you receive them; or
(ii) any products which become mixed inseparably with other items after their delivery.
(e) Time to change your mind. You have 14 days after the day you (or someone you nominate) receives the goods to cancel an order, unless:
(i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(ii) Your goods are for regular delivery over a set period. In this case you have until 14 OR [NUMBER days after the day you (or someone you nominate) receives the first delivery of the goods.
(f) Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
C2. How to end the Contract
(a) Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(i) Phone or email. Call customer services on 01628 529122 or email us at firstname.lastname@example.org Please provide your name, home address, details of the order and, where available, your phone number and email address.
(ii) By post. Print off the form at the end of these Terms and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
(b) Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at Spira UK Limited, Unit 38, Wooburn Industrial Estate, Wooburn Green, Buckinghamshire, HP10 0PF or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 01628 529122 or email us at email@example.com for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
(c) When we will pay the costs of return. We will pay the costs of return:
(i) if the products are faulty or misdescribed;
(ii) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
(iii) In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
(d) What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
(e) How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
(f) Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
(i) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(ii) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
(g) When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause xx.
C3. If there is a problem with the product
(a) How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01628 529122 or write to us at firstname.lastname@example.org.
C4. Summary of your key legal rights
(a) This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
(b) The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
(i) Up to 30 days: if your goods are faulty, then you can get an immediate refund.
(ii) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
(iii) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
To SPIRA UK, Unit 38, Wooburn Industrial Park, Wooburn Green, Buckinghamshire, HP10 0PF. Info@ducting-online.co.uk
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),