Terms & Conditions for Business customers
WWW.UKOFFICEDIRECT.CO.UK TERMS OF BUSINESS FOR THE PURCHASE OF PRODUCTS BY BUSINESS CUSTOMERS. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS THEY FORM A CONTRACT WHICH IS LEGALLY BINDING ON YOU. YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 10.
1.1 Welcome to our website (www.ukofficedirect.co.uk) (the “Website“ or the “site”)
1.2 These terms and conditions apply to business customers only and not to consumers. For the purposes of these terms and conditions, a “consumer” is an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. If you are a consumer, our Terms & Conditions for Personal Customers will apply to you.
1.4 If you find yourself unable to agree to these terms and conditions please do not use our ordering service and we ask that you do not proceed to purchase any Products listed on the site.
1.5 You will be required to confirm that you accept these terms and conditions when you register with our site and when you order any Products from us. If you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
2. Information about us
The Website is operated by UK Office Direct (“we”). We are registered in England and Wales under company number 04490044 and with our registered office at UK Office Direct, Dome House, 48 Artillery Lane, London, E1 7LS. Our main trading address is the same as our registered office address. Our VAT number is 100 1166 92.
3. Service Availability
Our site is only intended for use by people who require delivery on the UK Mainland, Northern Ireland and the Isle of Wight. We do not accept orders for delivery outside those locations. Unfortunately that means we cannot accept orders for delivery to the Scottish Islands, the Isle of Man, the Channel Islands or the Scilly Isles.
4. Your Status
By placing an order through our site, you warrant that you have authority to bind any business on whose behalf you use our site to purchase Products.
5. How the contract is formed between you and us
5.1 Before an order is placed you will be given an opportunity to verify and correct the Products included in your order. After placing an order via the Website, you will receive an email from us acknowledging that we have received your order. This acknowledgement is for your information and convenience only and this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and if we accept your order (or part of your order) we will indicate our acceptance to you by sending you an email confirming that we have dispatched your order (or part of it) (the “Order Acceptance”) and containing a VAT invoice in respect of the Products dispatched. The Contract between us will be formed when we send you the Order Acceptance, whether or not you receive such email.
5.2 The Contract will relate only to those Products confirmed as dispatched in the Order Acceptance. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Order Acceptance.
5.3 These terms and 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.
5.4 If we are unable to supply you with a Product, for example because that Product is not in stock or is no longer available or because we cannot meet your requested delivery date, we will inform you of this by email and we will not process your order. If you have already paid for the Product, we will refund you the full amount including any delivery costs charged as soon as possible. We may also be unable to supply you with a Product if we discover that it is incorrectly priced on our Website; please see conditions 8.4 and 8.5 for further information about what happens in these circumstances.
6. Availability and Delivery
6.1 We will deliver the Products to the location set out in your order (“Delivery Location”). Delivery shall be completed once we deliver the Products to the Delivery Location and the Products will be your responsibility from that time.
6.2 We shall use our reasonable endeavours to deliver your order in accordance with any estimated delivery date set out in our Order Acceptance or, if none is specified, within a reasonable time after the date of the Order Acceptance, provided that any delivery dates quoted are approximate only and the time for delivery is not of the essence. We cannot accept any requests for specific delivery dates and times and you acknowledge that we may deliver your order at any time between the hours of 9.00 a.m. and 6.00 p.m. on working days only. Please see the relevant Product page on our Website for estimated delivery dates.
6.3 Occasionally our delivery to you may be affected by an Event Outside Our Control (as defined in condition 14). See condition 14 for our responsibilities when this happens. We shall not be liable for any delay in delivery that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.4 We only deliver to the UK Mainland, Northern Ireland and the Isle of Wight. Unfortunately we cannot deliver to the Scottish Islands, the Isle of Man, the Channel Islands or the Scilly Isles. We do not deliver to PO Box addresses.
6.5 We may substitute Products within your order with equivalent Products of an equivalent price (for example a red stapler in place of a blue stapler). If you do not want to accept the substituted Products, please return them to us in accordance with condition 9.
6.6 If for any reason we are unable to deliver your order (or any part of it) within the period specified in our Order Acceptance (or if no period is specified then within 30 days of the date of our Order Acceptance), then we will contact you and you may choose to cancel your order and receive a full refund. In these circumstances, a full refund shall represent your sole remedy and our sole liability to you in relation to the non-delivery of the Products. If you choose to cancel the Contract for non-delivery under this condition 6.6, you may do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If any Products have been delivered to you under the Contract, and you wish to cancel the Contract in its entirety, you will have to allow us to collect the delivered Products from you (at our cost). After you cancel the Contract (and we have collected from you any Products already delivered under the cancelled Contract), we will refund any sums you have paid to us for the cancelled Products and their delivery. Any refund due to you will be processed within 30 days of the date of your cancellation.
6.7 All deliveries must be signed for. If we are unable to obtain a signature at the time of delivery, we will leave you a note that the Products have been returned to us, in which case please contact us to rearrange delivery. In these circumstances, we shall not be liable to you for any loss you may suffer as a result of such non-delivery.
6.8 The delivery charges applicable to the Products are set out on the relevant Product page on our Website. Delivery is generally free for orders over £40 (excluding VAT) and £5.95 for orders under £40 (excluding VAT). However, in some circumstances (for example because the delivery address is particularly remote, or where the Product ordered is a safe or furniture and access is difficult) a higher delivery charge may be applicable. We will usually inform you of the delivery charges at the time of your order but, if these cannot reasonably be calculated in advance, we will notify you of the delivery charges by email afterwards and give you an opportunity to confirm whether or not you want to proceed with your order.
6.9 Please note that our couriers are only insured to deliver to the ground floor of buildings. You will be responsible for arranging transportation of the Products to levels above the ground floor, so please bear this in mind if you are ordering large or heavy items such as a piece of furniture or a safe. Additionally, it is your responsibility to ensure that there is sufficient access to the Delivery Location (for example, sufficient door widths) to enable delivery of the Product. Please inform us of any access issues at the time you place the order.
6.10 If we are not able to deliver the whole of the order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this.
7. Risk and title
7.1 The Products will be at your risk from the time of delivery.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of:
7.2.1 such Products (including delivery charges); and
7.2.2 all other sums which are or which become due to us from you for sales of Products (including delivery charges) through our Website.
7.3 Until title to Products has passed to you, you shall:
7.3.1 hold such Products on a fiduciary basis as our bailee;
7.3.2 store such Products separately from all other goods held by you so that they remain readily identifiable as our property;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
7.3.4 maintain the Products in satisfactory condition from the date of delivery.
7.4 If before title to Products passes to you:
7.4.1 you fail to pay any amount due to us for Products on the due date for payment; or
7.4.2 you suspend, or threaten to suspend, payment of your debts or you are or are deemed to be, insolvent, bankrupt, unable to pay your debts as they fall due for payment, or you admit inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1996, or you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or you enter into any composition or arrangement with your creditors generally; or
7.4.3 an order is made, a resolution is passed, or a notice is issued convening a meeting for the purpose of passing a resolution, or any analogous proceedings are taken, for your winding-up, administration or dissolution; or
7.4.4 any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer is appointed over, or in respect of, you or any part of your business or assets then without limiting any other right or remedy that we may have,
we may at any time require you to deliver up such Products and, if you fail to do so promptly, we may enter any of your premises where the relevant Products are stored in order to recover them.
8. Price and payment
8.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
8.2 These prices exclude VAT and delivery costs, which will be added to the total amount due.
8.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Acceptance.
8.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection. If, within a reasonable time after you placed your order, 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 by email.
8.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an Order Acceptance, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.
8.6 Payment for all Products must be by credit card, debit card, Paypal, bank transfer, cheque or our vouchers, unless you have a credit facility with us. We accept card payments with Mastercard, Debit Mastercard, Maestro, Visa, Visa Debit, Visa Electron and Amex. We will not charge your credit or debit card until we dispatch your order. Paypal payments will be taken at the time you place your order, but the processing of your payment will not constitute our acceptance of your order, which will occur as set out in condition 5.
8.7 If we have granted a credit facility to you then payment for all Products must be received by us within 30 days of the date of our VAT invoice, which we will send to you by email.
8.8 Time for payment shall be of the essence of the Contract.
8.9 You will 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). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
8.10 By placing an order for Products with us, you acknowledge and agree that your obligation to pay our invoices is not conditional on our completion of a purchase order or any other form or documentation provided by you and we will be under no obligation to complete any such forms or documentation as a condition of receiving payment.
8.11 Any amounts disputed in good faith may be deducted from the relevant invoice and the remainder must be paid by the due date. You must notify us of any dispute in writing within 14 days of receipt of the invoice, giving your reasons for withholding payment. Upon receipt of your notice, you will work together with us in good faith to resolve the dispute. You agree to pay any disputed amounts found to be payable within five days of the resolution of the dispute.
8.12 If you fail to make any payment due to us by the due date for payment, then, without limiting any other remedies available to us, you shall pay interest on the overdue amount at the rate provided in the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this condition 8.12 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment. If you have a credit facility and you fail to make payment when it is due, then we may withdraw your credit facility with immediate effect on giving you written notice.
8.13 If you fail to make any payment to us by the due date for payment, you agree to reimburse us fully for any costs and expenses (including reasonable legal and other professional fees) we incur or pay arising from your failure to make the payment and our subsequent efforts to recover the amounts due. By way of example, such costs and expenses may include solicitors’ fees, court fees and the cost of appointing third-party debt collection agencies.
8.14 The “RRPs” that appear on the site represent the manufacturer’s suggested selling prices and are not indicative of the prevailing selling prices at any given time or in any given area.
9. Our refunds and returns policy
9.1 You may choose to return a Product for any reason provided that:
9.1.1 you notify us of your desire to return the Product within 14 days of receipt, using the contact details in condition 12; and
9.1.2 we receive the Product in a resalable condition - it needs to still be in its original unopened packaging unmarked.
9.2 If the terms of condition 9.1 apply then we will contact you with a returns number and we will arrange for collection at our cost. Once the Products are back at our warehouse and we have had an opportunity to inspect them to check that they are in resalable condition in accordance with condition 9.1.2 we will then process the refund. The refund will be the price of the Product, including any VAT and delivery charges paid, and will be processed as soon as possible and in any case within 14 days of us receiving the Products in our warehouse.
9.3 Unless the Products are defective or not as described (in which case see condition 9.4), you are not entitled to return a Product outside the 14-day period. However, although we are under no obligation to accept a return after expiry of the 14-day period, we may do so at our sole discretion, provided that you may not receive a full credit in respect of the price you paid for the Products and your refund may be by way of a credit note. Unless the Products are defective or not as described, no returns will be accepted under any circumstances after the expiry of 28 days following delivery of the Products to you.
9.4 If you wish to return a Product because it is defective or not as described, you must contact us within five working days of receipt or, if a defect is not immediately apparent, within a reasonable time of discovering the defect. What is considered a reasonable time will depend on the nature of the Product and the nature of the defect and you are strongly advised to inspect all Products immediately on receipt. Provided you notify us in accordance with the above timescales, we will contact you with a returns number and arrange for collection at our cost. Once we have received the Products back to our warehouse, we will inspect them and notify you of the outcome of our inspection via email within a reasonable time. If the Products are found to be defective or not as described, we will refund the price of the Products together with any applicable VAT and delivery charges. We will process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via email that you were entitled to a refund.
9.5 If you consider there to be a shortage in your order you must contact us within five working days of delivery, failing which you will be deemed to have received the Products in the quantities ordered and shall not be entitled to cancel the order. You are therefore strongly advised to inspect all Products immediately on receipt. Provided you notify us of the shortage within the required timescale, we will contact you with a returns number and arrange for collection at our cost. We will process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via email that you were entitled to a refund. Products returned by you under this condition 9.5 will be refunded in full together with any applicable VAT and delivery charges.
9.6 All refunds will be processed to the payment method you used to make the original payment, save that if condition 9.3 applies, you may receive a credit note.
10. Our liability
10.1 We warrant to you that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind purchased are commonly supplied.
10.2 Subject to condition 10.3, except as expressly and specifically provided in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these terms and conditions shall operate to exclude or limit in any way our liability for:
10.3.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors (as applicable);
10.3.2 defective products under section 2 of the Consumer Protection Act 1987;
10.3.3 fraud or fraudulent misrepresentation; or
10.3.4 any matter for which it would be illegal for us to restrict or exclude, or attempt to restrict or exclude, our liability.
10.4 Subject to condition 10.3, we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
10.4.1 loss of income or revenue;
10.4.2 loss of business;
10.4.3 loss of profits;
10.4.4 loss of contracts;
10.4.5 loss of anticipated savings;
10.4.6 damage to or loss or corruption of data;
10.4.7 waste of management or office time; or
10.4.8 any indirect or consequential loss,
however arising under or in connection with the Contract, provided that this condition 10.4 shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories in this condition 10.4.
10.5 Subject to condition 10.3, our total liability to you under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equivalent to the invoice value of the Product or Products in respect of which the liability arises.
11. Data Protection
12. Communication between us
12.1 All notices to be given by you to us must be sent by post to Dome House, 48 Artillery Lane, London E1 7LS or via our website. If you need to speak to us urgently, you can contact our Customer Services team by telephone on 0800 652 6060.
12.2 If we need to contact you or give notice to you, we will do so using the email or postal address you provide to us when placing an order. If the matter is urgent, we may contact you by telephone, if you have given us your telephone number. We may also post notices on our Website from time to time.
12.3 Notice will be deemed received and properly served: (i) immediately, when posted on our Website; or (ii) three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post.
12.4 The provisions of this clause 12 shall not apply to the service of any proceedings or other documents in any legal action.
13. Transfer of rights and obligations
13.1 The Contract between you and us is binding on you and us and on our respective successors and assigns.
13.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).
14.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
14.2.1 Strikes, lock-outs or other industrial action;
14.2.2 Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
14.2.5 Impossibility of the use of public or private telecommunications networks and utilities;
14.2.7 The acts, decrees, legislation, regulations or restrictions of any government.
14.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
15.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
15.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
15.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with condition 12.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17. Entire Agreement
17.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
17.2 We and you each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
17.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
18. Our right to vary these terms and conditions
18.1 No variation to these terms and conditions shall be valid or enforceable unless expressly agreed to by us in writing.
18.2 We have the right to revise and amend these terms and conditions from time to time.
18.3 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Order Acceptance (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
19. Law and jurisdiction
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.