Supply of Goods Terms and Conditions

This page (together with our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy) tells you information about us and the legal terms and conditions (”the Conditions“ as defined below) on which we sell any of the products and/or services listed on our website (”our site“) to you.

These Conditions will apply to any contract between us for the sale of any of our products and/or services to you (the ”Contract“ as defined below). Please read these Conditions carefully and make sure that you understand them, before ordering any of our products and services from our site. Please note that before placing an order you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to order any of our products and services from our site.

Your attention is particularly drawn to the provisions of Clause 18 if you are a business or Clause 19 if you are a consumer.

You should print a copy of these Conditions for future reference.

These Conditions, and any Contract between us, are only in the English language.

In these Conditions and in every Quotation and Acknowledgement of Order given by us, the following definitions apply:

Interpretation
1. Definitions. In these Conditions, the following definitions apply:
  
  Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  
  Business Hours: means the hours between 07.30 am and 17:30.
  
  Commencement Date: has the meaning set out in clause 3.2.
  
  Conditions: these terms and conditions as amended from time to time in accordance with clause 27.7.
  
  Contract: the contract between you and us for the supply of Products and/or Services in accordance with these Conditions.
  
  Deliverables: the deliverables set out in the Order.
  
  Delivery Location: has the meaning set out in clause 11.2.
  
  Force Majeure Event: has the meaning given to it in clause 25.1.
  
  Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  Products: the products (or any part of them) set out in the Order.
  
  Product Specification: any specification for the Products, including any relevant plans or drawings, that is agreed in writing by us and you.
  
  Order: your order for the supply of Products and/or Services, as set out in your purchase order form, or our written acceptance of our quotation, or overleaf, as the case may be.
  
  Our Materials: has the meaning set out in clause 21.1(f).
  
  Services: the services, including the Deliverables, supplied by us to you as set out in the Service Specification below.
  
  Service Specification: the description or specification for the Services provided in writing by us to you.
  
  We or Us or Our: Ivor Searle Limited and more information about us is contained in clause 2.1.
  
  You or Your: the person or firm who purchases the Products and/or Services from the Supplier.
2. Construction. In these Conditions, the following rules apply:
  1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  2. a reference to a party includes its personal representatives, successors or permitted assigns;
  3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
  4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  5. a reference to writing or written includes faxes and e-mails.
Information About Us
1. We operate the website http://www.ivorsearle.co.uk. We are a limited company incorporated in England and Wales with a registration number 01364071 and our registered is situate at 2 Regal Lane, Soham, Ely, Cambridgeshire, CB7 5BA where we carry on our business. We are VAT registered and our VAT number is GB 215 321 116 and VAT is charged on all of the Products and Services.
2. Contacting us if you are a customer:
  1. To cancel a Contract in accordance with your legal right to do so as set out in clause 26, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the [cancellation form] on our website headed cancellation. A link to the website cancellation form will be included in our Dispatch Confirmation. If you use this method we will e-mail you to confirm we have received your cancellation. You can also e-mail us at sales@ivorsearle.co.uk or contact our Customer Services team by telephone on 01353 720 531 or by post to 2 Regal Lane, Soham, Ely, Cambridgeshire, CB7 5BA. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date we confirm your e-mail or letter of cancellation to us.
  2. If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at 01353 720 531 or by e-mailing us at info@ivorsearle.co.uk.
  3. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
3. Contacting us if you are a business. You may contact us by telephoning our customer service team at 01353 720 531 or by e-mailing us at info@ivorsearle.co.uk. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 27.2.
Basis of Contract
1. The Order constitutes an offer by you to purchase Products and/or Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point and on which date the Contract shall come into existence (the ”Commencement Date“).
3. The Contract constitutes the entire agreement between the parties. You acknowledge that it has not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in the Contract.
4. Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Products or illustrations or descriptions of the Services contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Products described in them. They shall not form part of the Contract or have any contractual force.
5. These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
6. Any quotation given by us shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
7. All of these Conditions shall apply to the supply of both Products and Services except where application to one or the other is specified.
Our Products
1. The images of our Products and Services, on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
2. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.
3. The packaging of the Products may vary from that shown on images on our site.
4. Where the Products are described in our catalogue or brochure as modified by any applicable Products Specifications. We reserve the right to amend the specifications of the Products if required by any applicable statutory or regulatory requirements.
Use of Our Site

Your use of our site is governed by our Terms of Website Use and Website Acceptable Use Policy. Please take the time to read these, as they include important terms which apply to you.
How we use your personal information

We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.
If you are a Consumer

This clause 7 only applies if you are a consumer
1. If you are a consumer, you may only purchase Products and/or Services from our site if you are at least 18 years old.
2. By placing an order with you, you warrant that you are legally capable of entering into this Contract and that you are at least 18 years old and that the information you supply to us during the process of placing an order for Products and/or Services is true, accurate, complete and not misleading.
If you are a Business Customer

This clause 8 only applies if you are a business.
1. If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Products and/or Services.
2. These Terms and our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy constitute the entire agreement between you and us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
3. You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or our Privacy Policy, Terms of Website Use and Website Acceptable Use Policy.
4. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
How the Contract is formed between you and us
1. Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
2. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 9.3.
3. We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (the ”Dispatch Confirmation“). The Contract between us will only be formed when we send you the Dispatch Confirmation.
4. If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 12.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
Our right to vary these terms
1. We amend these Conditions from time to time. Please look at the top of this page to see when these Conditions were last updated and which Conditions were changed.
2. Every time you order Products from us, the Conditions in force at the time of your order will apply to the Contract between you and us.
3. We may revise these Conditions as they apply to your order from time to time to reflect the following circumstances changes in relevant laws and regulatory requirements.
4. If we have to revise these Conditions as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
Delivery of Products
1. We shall ensure that:
  1. each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant your reference and our reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
  2. if we require you to return any packaging material to us, that fact is clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.
2. We shall deliver the Products to the location set out in the Order or such other location as the parties may agree (“the Delivery Location”) at any time after we notify you that the Products are ready.
3. Delivery of the Products shall be completed on the completion of loading of the Products at the Delivery Location.
4. Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
5. If we fail to deliver the Products, its liability shall be limited to the costs and expenses incurred by us in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event your failure to provide us with adequate delivery instructions for the Products or any relevant instruction related to the supply of the Products.
6. If you fail to accept or take delivery of the Products within 5 Business Days of us notifying you that the Products are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with its obligations under the Contract in respect of the Products:
  1. delivery of the Products shall be deemed to have been completed at 9.00 am on the 6th Business Day following the day on which we notified you that the Products were ready; and
  2. we shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
7. If 90 Business Days after we notified you that the Products were ready for delivery the Customer has not taken delivery of them, we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
8. You shall not be entitled to reject the Products if we deliver up to and including 5 per cent more or less than the quantity of Products ordered.
9. We may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
10. This clause 11.10 only applies if you are a consumer.
  
  If we miss the 30 delivery deadline for any Products then you may cancel your Order straight away if any of the following apply:
  1. we have refused to deliver the Products;
  2. delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
  3. you told us before we accepted your order that delivery within the delivery deadline was essential.
11. If you do not wish to cancel your order straight away, or do not have the right to do so under clause 11.10, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.
12. If you do choose to cancel your Order for late delivery under clause 11.10 or clause 11.12, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Products and their delivery.
Price of Products and Delivery Charges
1. The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 12.5 for what happens if we discover an error in the price of Product(s) you ordered.
2. Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
3. The price of a Product includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
4. The price of a Product does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please contact us by telephone or email us at sales@ivorsearle.co.uk for the delivery charges.
5. Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
  1. where the Product's correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you; and
  2. if the Product's correct price is higher than the price stated on our site, we will contact you [in writing] as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Product and refund you any sums you have paid
How to Pay
1. You can only pay for Products using a debit card or credit card. We accept the all debit or credit cards.
2. Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your order.
Quality of Products
1. We warrant that on delivery, and for a period of 12 months from the date of delivery (the “warranty period”), the Products shall:
  1. conform in all material respects with their description and the Products Specification;
  2. be free from material defects in design, material and workmanship;
  3. [be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and]
  4. [be fit for any purpose held out by us.]
2. Subject to clause 14.3, if:
  1. you gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 14.1;
  2. we are given a reasonable opportunity of examining such Products; and
  3. you (if asked to do so by us) returns such Products to our place of business at our cost,
  we shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.
3. We shall not be liable for the Products' failure to comply with the warranty in clause 14.1 if:
  1. you make any further use of such Products after giving a notice in accordance with clause 14.2;
  2. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice;
  3. the defect arises as a result of us following any drawing, design or Products Specification supplied by you;
  4. you alter or repair such Products without our written consent;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
  6. the Products differ from the Products Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
4. Except as provided in this clause 14, we shall have no liability to you in respect of the Products' failure to comply with the warranty set out in clause 14.1.
5. The terms of these Conditions shall apply to any repaired or replacement Products supplied by us under clause 14.2.
Title and Risk
1. The risk in the Products shall pass to you on completion of delivery.
2. Title to the Products shall not pass to you until we receive payment in full (in cash or cleared funds) for the Products and any other products that we have supplied to you in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
3. Until title to the Products has passed to you, you shall:
  1. store the Products separately from all other products held by you so that they remain readily identifiable as our property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
  3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
  4. notify us immediately if it becomes subject to any of the events listed in clause 24.1(b) to clause 24.1(m); and
  5. give us such information relating to the Products as we may require from time to time.
4. Subject to clause 15.5, you may resell or use the Products in the ordinary course of its business (but not otherwise) before we receive payment for the Products. However, if you resell the Products before that time:
  1. it does so as principal and not as our agent; and
  2. title to the Products shall pass from us to you immediately before the time at which resale by you occurs.
5. If before title to the Products passes to you, you become subject to any of the events listed in clause 24.1(b) to clause 24.1(m), then, without limiting any other right or remedy we may have:
  1. your right to resell Products or use them in the ordinary course of its business ceases immediately; and
  2. we may at any time:
    1. require you to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
    2. if you fail to do so promptly, enter any premises of you or of any third party where the Products are stored in order to recover them.
Manufacturer Guarantees
1. Some of the Products we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Products.
2. If you are a consumer, a manufacturer's guarantee is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
Our Warranty for the Products
1. For Products which do not have a manufacturer's guarantee, we provide a warranty that on delivery and for a period of 12 months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 17.2.
2. The warranty in clause 17.1 does not apply to any defect in the Products arising from:
  1. fair wear and tear;
  2. wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
  3. if you fail to operate or use the Products in accordance with the user instructions;
  4. any alteration or repair by you or by a third party who is not one of our authorised repairers; or
  5. any specification provided by you.
3. If you are a consumer, this warranty is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
Our Liability if you are a Business

This clause 18 only applies if you are a business customer.
1. We only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes.
2. Nothing in these Conditions limits or excludes our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
  4. defective products under the Consumer Protection Act 1987.
3. Subject to clause 18.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. any loss of profits, sales, business, or revenue;
  2. loss or corruption of data, information or software;
  3. loss of business opportunity;
  4. loss of anticipated savings;
  5. loss of goodwill; or
  6. any indirect or consequential loss.
4. Subject to clause 18.2, our total liability to you in respect of all 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 one hundred and twenty five percent (125%) of the price of the Products.
5. Except as expressly stated in these Conditions, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
Our Liability if you are a consumer

This clause 19 only applies if you are a consumer.
1. If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
2. We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
3. We do not in any way exclude or limit our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
  4. any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
  5. defective products under the Consumer Protection Act 1987.
Supply of Services
1. We shall provide the Services to you in accordance with the Service Specification in all material respects and if we fail to perform the Service in accordance with this clause 20 or at all, then we will, subject to clause 24, re-perform the Services using our reasonable care and skill.
2. We shall use all reasonable endeavours to meet any performance dates for the Services specified in [Service Specification], but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
3. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and we shall notify you in any such event.
4. Where the Services include installation services, we will provide you with detailed instructions about site preparation and other requirements you need to comply with during the installation process. If you fail to comply with such instructions and requirements in this clause 20.4, we reserve the right to charge you for any additional work required as a result of if we are not able to complete the installation.
5. We warrant to you that the Services will be provided using reasonable care and skill.
Your Obligations
1. You shall:
  1. ensure that the terms of the Order and (if submitted by you) the Products Specification are complete and accurate;
  2. co-operate with us in all matters relating to the Services;
  3. provide us, its employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us to provide the Services;
  4. provide us with such information and materials as we may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
  5. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  6. keep and maintain all our materials, equipment, documents, packaging materials and other property (the “our Materials”) at your premises in safe custody at its own risk, maintain our Materials in good condition until returned to us, and not dispose of or use our Materials other than in accordance with our written instructions or authorisation.
2. If our performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (the “your Default”):
  1. we shall without limiting its other rights or remedies have the right to suspend performance of the Services until you remedy your Default, and to rely on your Default to relieve it from the performance of any of its obligations to the extent your Default prevents or delays our performance of any of its obligations;
  2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of its obligations as set out in this clause 21.2; and
  3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from your Default.
Intellectual Property Rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.
2. You acknowledge that, in respect of any third party Intellectual Property Rights in the Services, your use of any such Intellectual Property Rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to you.
3. All our Materials are our exclusive property
Confidentiality

A party (the “receiving party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (the “disclosing party”), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 23 shall survive termination of the Contract.
Termination
1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
  2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
  3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
  5. the other party (being an individual) is the subject of a bankruptcy petition or order;
  6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
  8. the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
  10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 24.1(b) to clause 24.1(i) (inclusive);
  11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
  12. the other party's financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
2. Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, we may suspend the supply of Services or all further deliveries of Products under the Contract or any other contract between you and us if you fail to pay any amount due under this Contract on the due date for payment, you become subject to any of the events listed in clause 24.1(b) to clause 24.1(m), or we reasonably believe that you are about to become subject to any of them.
4. On termination of the Contract for any reason:
  1. you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
  2. you shall return all of our Materials and any Deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
  3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
  4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
Force Majeure
1. For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or the workforce of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
2. We shall not be liable to you as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
3. If the Force Majeure Event prevents us from providing any of the Services and/or Products for more than 4 weeks, we shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
Your consumer right of return and refund

This clause 26 only applies if you are a consumer.
1. If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 26.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
2. Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation (the date on which we e-mail you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered; however, you will have 14 days beginning on the day after you receive the Products (the “Cooling off Period”).
3. To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form on our website. If you use this method we will e-mail you to confirm we have received your cancellation.
  
  You can also e-mail us at sales@ivorsearle.co.uk or contact our Customer Services team by telephone on 01353 725272 or by post to 2 Regal Lane, Soham, Cambridgeshire, CB7 5BA. If you are e-mailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-mail us before midnight on that day.
4. If you cancel your Contract we will:
  1. refund you the price you paid for the Products. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. See our Returns Policy for information about what handling is acceptable and examples. If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
  2. refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Product within 2 days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
  3. make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
    1. if you have received the Product and we have not offered to collect it from you: 14 days after 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 26.8;
    2. if you have not received the Product or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
5. If you have returned the Products to us under this clause 26 because they are faulty or mis-described, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
6. We will refund you on the credit card or debit card used by you to pay. If you used vouchers to pay for the Product we may refund you in vouchers.
7. If a Product has been delivered to you before you decide to cancel your Contract:
  1. then you must return it to us without undue delay and in any event not later than the Cooling off Period. You can either send it back, [return it to us in-store or hand it to our authorised carrier. Please see our Returns Policy for our returns address. If we have offered to collect the Product from you, we will collect the Products from the address to which they were delivered. We will contact you to arrange a suitable time for collection;
  2. unless the Product is faulty or not as described (in this case, see clause 26.6), you will be responsible for the cost of returning the Products to us. If the Product is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Product to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Product from you, we will charge you the direct cost to us of collection.
8. Because you are a consumer, we are under a legal duty to supply Products that are in conformity with this Contract. As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 26 or anything else in these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
General
1. Assignment and other dealings.
  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 under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
  2. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
2. Notices.
  1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax.
  2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
3. Severance.
  1. 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 or 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.
  2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Supplier.
8. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
10. Alternative Dispute Resolution If you are a consumer and if you have any disputes in relation to Products and Services purchased that you purchase from us, then both parties shall use reasonable endeavours to resolve the dispute in good faith by email info@ivorsearle.co.uk or telephone 01353 720 531. If any disputes cannot be resolved to your reasonable satisfaction in accordance with this clause 27.10, you may wish to use the Alternative Dispute Resolution (“ADR”) to resolve your dispute with us in accordance with the Alternative Dispute Resolution for Consumer Disputes (Amendment) Regulations 2015 as amended from time to time (the “ADR Regulations”). ADR will allow both parties to use an independent third party to review any disputes impartially and act as an intermediary with the view to settling any disputes between you and us. Under the ADR Regulations, we have nominated Small Claims Mediation (UK) Limited of 9A Leicester Road, Blaby, Leicester, LE8 4GR, who are CTSI approved as our consumer ADR provider. Please note that fees are payable by both parties where disputes are resolved in accordance with ADR and each party shall be responsible for its own costs for this service. For further details, please visit their website at http://www.small-claims-mediation.co.uk.