WISE Worksafe Ltd TERMS AND CONDITIONS OF SALE

The customer's attention is drawn in particular to the provisions of clause 9. 

1    Interpretation

1.1 Definitions: 

1. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 
   Business Hours: the period from 7.00 am to 5.00 pm on any Business Day. 
   Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.8. 
   Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. 
   Customer: the person or firm who purchases the Goods from the Supplier. 
   Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (and regulations made thereunder) or any successor legislation, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications). 
   Delivery Location: has the meaning given in clause 4.3. 
   Force Majeure Event: an event, circumstance or cause beyond the Supplier’s reasonable control, for example but not limited to: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; global supply issues affecting raw materials, commodities, energy, fuel or equipment; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service. 
   Goods: the goods (or any part of them) set out in the Order. 
   Order: the Customer's order for the Goods, as made either via the online portal, via email or by telephone. 
   Specification: any specification for the Goods as stated on the Website, unless a different specification is otherwise agreed in writing by the Customer and the Supplier. 
   Supplier: Wise Worksafe Limited (registered in England and Wales with company number 08096906). 

2. Basis of contract 

1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. 
2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate and fit for purpose. 
3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence. 
4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. 
5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. 
6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue. 
7. The Supplier shall not accept any Orders which have a value of less than £20 excluding delivery charges and VAT. 
8. It is the responsibility of the Customer to provide the Supplier with all necessary information in order for the Supplier to perform its obligations under the Contract. Failure to supply any required information, or delay in supplying the information by the Customer, may affect the Supplier’s ability to perform the Contract, and the Supplier shall in no way be liable for any such delay or lack of performance as a result of a breach by the Customer of the requirements of this clause 2.8. 
9. Other than the Specifications for the Goods, any other information and/or recommendations made by the Supplier personnel in respect of the Goods or their use is provided for general information only. It is not intended to amount to advice on which the Customer should rely. The Customer must obtain professional or specialist advice before taking, or refraining from any action on the basis of the same and the onus is on the Customer to carry out all reasonable due diligence to ensure that the Goods are fit for purpose. 
10. Subject to clause 2.11, the Customer must inform the Supplier, in writing, no later than 48 hours from the time of Order Acknowledgment if: 2 
    (a) the Customer wishes to cancel the Order; or 
    (b) there is any error or omission in the detail of the Order. 
11. If an Order is for bespoke Goods and the Customer has already paid for the Goods (or paid a deposit for the same) or the process of embellishment has already started, then clause 2.10 shall not apply and there shall be no right to cancellation. 

3. Goods 

1. The Goods are described in the Specification. 
2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract. 
3. Where the Goods are manufactured using a design provided by the Customer, the Supplier does not guarantee that the reproduction of that design will exactly match the original design although the Supplier will make every reasonable effort to effect a close match. In particular, the Supplier cannot guarantee colours or pantones. The Supplier will provide the Customer with a sample in advance of manufacturing the Goods and the Customer’s acceptance of the sample will be deemed acceptance of the whole order. 
4. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, or where required to implement improved safety or manufacturing processes. If the change represents a material deviation from the Specification, the Supplier shall notify the Customer in advance of such change. 
5. It is the Customer’s responsibility to check with the Supplier about any intended use or cleaning process for the Goods in order to ensure that there will be no adverse effect caused to the Goods by the same. 
6. In the event that the Goods bear the Supplier’s name or trade marks (or any other identifying insignia), the Customer commits not to alter or deface the same or combine the same or use them in any way without the Supplier’s prior written consent. 

4. Delivery 

1. Please refer to the Supplier Delivery policy (available here: https://www.wiseworksafe.com/section/Delivery__Returns ) with more information about Supplier lead times and delivery charges. 
2. The Supplier shall ensure that: 
   (a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 
   (b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense. 
3. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. 
4. Delivery is completed on the completion of unloading of the Goods at the Delivery Location. 
5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Goods may be delivered in advance of the approximate delivery date. 
6. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 
7. The Customer must ensure that it has a representative available to accept delivery of the Goods and sign a receipt for the Goods. The Supplier shall be entitled to assume that any representative who signs the receipt had the requisite authority to sign the delivery receipt on behalf of the Customer. 
8. Where the Delivery Location is the premises of a third-party who the Customer has arranged to take delivery of the Goods on the Customer’s behalf, the Customer shall: 
   (a) ensure that the third-party nominee complies with any obligations owed under the Contract; 
   (b) procure a right of entry and repossession of the goods against any third-party nominee; and 
   (c) at the Supplier’s request, exercise any such right that the Customer may have against the third-party nominee. 
9. If the Customer (or its nominee) fails to take delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: 
   (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and 
   (b) the Supplier shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance). 
10. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer (or its nominee) has not taken actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
11. If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods. 
12. The Supplier may deliver the Goods 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 the Customer to cancel any other instalment. 
13. If the Goods are to be exported from the United Kingdom, it shall be the Customer’s responsibility for ensuring compliance with any legislation or regulations governing the importation of the Goods into the country of destination and the payment of any relevant duties or taxes. 

5. Quality 

1. The Supplier warrants that on delivery, the Goods shall: 
   (a) conform with the Specification; and 
   (b) be free from material defects in design, material and workmanship. 
2. Subject to clause 5.3, if: 
   (a) the Customer gives notice in writing to the Supplier within 7 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1; 
   (b) the Supplier is given a reasonable opportunity of examining such Goods in their original packaging; 
   (c) no part of the consignment has been used; and 
   (d) the Customer (if asked to do so by the Supplier) returns such Goods in their original packaging to the Supplier's place of business at the Supplier's cost. Where Goods are returned to the Supplier, the Customer must complete and send with the Goods together with the Supplier’s “Returns Authorisation Form”, 
   the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 
3. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if: 
   (a) the Customer makes any use of such Goods after delivery; 
   (b) the Customer failed to endorse the carrier’s consignment note that there were signs of damage or loss to the Goods upon delivery to the Delivery Location; 
   (c) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice regarding the same; 
   (d) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; 
   (e) the Customer alters or repairs such Goods without the written consent of the Supplier; 
   (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or 
   (g) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 
4. If the Customer does not give written notice in accordance with clause 5.2 within 7 days of delivery, then the Customer shall be deemed to have accepted the Goods. Once the Goods have been accepted, the Goods are non-returnable. 
5. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1. 
6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. 
7. Occasionally Goods will be supplied with a more generous warranty provided by the manufacturer of the Goods than those set out in clause 5.1 (an “Enhanced Warranty”). Where an Enhanced Warranty applies, the Customer shall be informed of the same during the ordering process, as well as the terms and conditions which apply to the same. If Goods are supplied with an Enhanced Warranty, then subject to payment in full for the Goods, the Supplier shall pass such Enhanced Warranty on to the Customer subject to the applicable terms and conditions of the same. The Supplier assumes no direct or personal responsibility for the manufacturer’s fulfilment of the Enhanced Warranty, but shall provide reasonable assistance to the Customer to assist in invoking the same against the manufacturer. 
8. The terms implied 

6. Returns 

1. Except where there is a breach of the quality warranty set out in clause 5.1 or an Enhanced Warranty, then any returns shall be subject to the Supplier’s Return Policy (for the latest version, see here https://www.wiseworksafe.com/section/Delivery__Returns ). 
2. In the event that a Customer is eligible for a return, then any refund or issue of credit shall be subject to the following: 
   (a) the Supplier reserves the right to charge a handling fee equal to 15% of the price of the Goods (plus VAT); and 
   (b) the Goods must be returned in useable and saleable condition. 

7. Title and risk 

1. The risk in the Goods shall pass to the Customer on completion of delivery. 
2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods. 
3. Until title to the Goods has passed to the Customer, the Customer shall: 
   (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 
   (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 
   (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 
   (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and 
   (e) give the Supplier such information as the Supplier may reasonably require from time to time relating to: 
   (i) the Goods; and 4 
   (ii) the ongoing financial position of the Customer. 
4. At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 
5. All design and origination work, including but not limited to, proofs, samples, mock-ups and models, remain the Supplier’s property, unless expressly agreed otherwise in writing by the Supplier. The Customer shall return all such items immediately upon written notice. 
6. All tools and equipment which are used by the Supplier in connection with the performance of the Contract shall belong to the Supplier, irrespective of if the Customer has contributed to the cost of the same. 

8. Price and payment 

1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery. 
2. The Supplier may, by giving notice to the Customer at any time up to 7 days before dispatch, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: 
   (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 
   (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 
   (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 
3. The price of the Goods: 
   (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; 
   (b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. If the Customer requires: 
   (i) any specific packaging; 
   (ii) delivery to more than one location; this may be possible but at an additional cost to the Customer, which will be notified to the Customer in writing in advance. 
4. The Supplier may invoice the Customer for the Goods on or at any time after dispatch of the Goods, unless clause 8.5 applies. 
5. In certain circumstances, for instance where the Order is for delivery outside of the United Kingdom, is for bespoke Goods or special items that are non-stock (“Special Cases”), the Supplier shall, at its election, stipulate alternative payment terms during the ordering process (which will be confirmed in the Order Acknowledgment). The Supplier may elect to invoice the Customer for the full price of the Goods upon Order, or request a non-refundable deposit at the point of Order with the remainder of the balance to be invoiced upon dispatch. 
6. The Customer shall pay each invoice submitted by the Supplier: 
   (a) by the end of the calendar month following the month in which the Goods were dispatched to the Customer, unless it is a Special Case requiring upfront payment or payment of a deposit, in which case payment must be made in advance of delivery on 30-day payment terms from the date of invoice; and 
   (b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract. 
7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 10: 
   (a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; 
   (b) the Supplier may cancel or suspend any further deliveries to the Customer and/or alter or amend any credit facility that had been made available to the Customer. 
8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). 
9. The Supplier reserves the right to exercise a lien on any Customer property or money held in its possession, for all amounts due or accruing to the Supplier and which have not been otherwise settled in accordance with the terms of the Contract. The Supplier reserves the right to sell any such property if the outstanding debt is not settled within 28 days of written notice to pay, and the Supplier may apply the proceeds to discharge the lien and the costs of enforcement. 
10. The Supplier reserves the right to exercise a lien on any property or money belonging to the Customer that is in the Supplier’s possession, for all amounts due to the Supplier and which have not been settled in accordance with the terms of the Contract. In the event of non-payment, the Supplier shall provide the Customer with written notice to pay the outstanding amounts within 14 days and: 
    (a) if the Customer fails to settle the outstanding debt within 28 days of the date of such notice, the Supplier reserves the right to sell any such property. The Supplier shall take reasonable steps to achieve the best price reasonably obtainable at the time of sale; and 
    (b) the proceeds of any sale shall be applied as follows: 
    (i) first, to discharge any costs and expenses of the sale; 
    (ii) second, to discharge the outstanding debt owed to the Supplier; and 
    (iii) any surplus shall be returned to the Customer within a reasonable period. 

9. Limitation of liability 

1. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess liability. 
2. References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 
3. Nothing in the Contract limits any liability for: 
   (a) death or personal injury caused by negligence; 
   (b) fraud or fraudulent misrepresentation; 
   (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; and 
   (d) any liability that legally cannot be limited. 
4. Subject to clause 9.3, the Supplier's total liability to the Customer shall not exceed: (a) the total price of the Goods paid by the Customer to the Supplier; or (b) £100,000, whichever is the lower amount. 
5. Subject to clause 9.3, the following types of loss are wholly excluded: 
   (a) loss of profits; 
   (b) loss of sales or business; 
   (c) loss of production; 
   (d) loss of agreements or contracts; 
   (e) loss of anticipated savings; 
   (f) loss of use or corruption of software, data or information; 
   (g) loss of or damage to goodwill; and 
   (h) indirect or consequential loss. 
6. This clause 9 shall survive termination of the Contract. 

10. Termination 

1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if: 
   (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; 
   (b) the Customer takes any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.; 
   (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 
   (d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy. 
2. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 
3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment. 
4. On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt. 
5. Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination. 
6. Any provision of the Contract that expressly or by implication 

11. Force majeure 

1. The Supplier shall not be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 28 days, the party not affected may terminate the Contract by giving 5 days’ written notice to the affected party. Upon such termination, the Supplier shall refund the price paid by the Customer, less any non-recoverable costs and expenses incurred by the Supplier in the performance of the Contract up to the date of termination. 

12. General 

12.1 Assignment and other dealings. 

1. (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. 
   (b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. 

1. (a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(b). 
   (b) Each party may disclose the other party's confidential information: 
   (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and 
   (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 
   (c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract. 

1. The Supplier and the Customer agree to comply with the provisions of the Data Protection Legislation. To the extent that the Supplier needs to receive personal data in order complete performance of the Contract, this shall be on a Controller to Controller basis and any such data shall be processed in accordance with the parties’ respective privacy policies. The Supplier’s privacy policy is here: www.wiseworksafe.com/section/Data_Protection_Policy

1. The Supplier reserves the right to share information about the Customer with credit reference agencies for the purposes of assessing the Customer’s creditworthiness. By entering into the Contract, the Customer consents to such checks and the sharing of their information with such agencies. 

1. Telephone calls may be recorded and monitored by the Supplier for the purpose of ensuring that the Supplier follows Customer instructions correctly or to improve its service and for staff training purposes. 

1. The Supplier reserves the right to use the samples or images of Goods or samples which have been supplied to the Customer in its promotional literature and advertising material (including on its website), without further reference to the Customer. The Customer hereby grants the Supplier a non-exclusive, worldwide, royalty-free, and perpetual licence to use any intellectual property rights (including trademarks, logos, and product designs) associated with the Goods purely for the purposes of creating such promotional literature and advertising material. 

1. (a) The Contract constitutes the entire agreement between the parties. 
   (b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract. 

1. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

1. (a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 
   (b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. 

1. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.10 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

1. (a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be: 
   (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or 
   (ii) sent by email to: (A) the Supplier at sales@wiseworksafe.com; and (B) to the Customer using the email address provided during the ordering process, or in each case to an address substituted in writing by the party to be served. 
   (b) Any notice shall be deemed to have been received: 
   (i) if delivered by hand, at the time the notice is left at the proper address; 
   (ii) 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; or 
   (iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 
   (c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 

1. (a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 
2. (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person. 

1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. 

1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation. 
   
    

WISE Worksafe Ltd, Unit 5, The Io Centre, Hearle Way, Hatfield, Hertfordshire, AL10 9EW
Company registration no. 8096906

February 2025