1    Interpretation
1.1    In these Conditions:
    'BUYER/YOU/YOUR/YOURS' means the person, firm, company or corporation that agrees or has agreed to purchase the goods, or whose order for the goods is accepted by Us.
    'GOODS' means the goods or services which We agree to sell or supply, or We have sold or supplied, to You.
    'SELLER/WE//OUR/US' means WISE Worksafe Ltd whose registered office is Unit 5, The IO Centre, Hearle Way, Hatfield, AL10 9EW. Registered in England and Wales with company registration number 8096906.
    'CONDITIONS' means the standard terms and conditions of sale set out in this document and unless the context otherwise requires, includes any special terms and conditions agreed in writing between Us and You.
    'CONTRACT' means each contract for the sale of goods between Us and You.
    'WRITING' includes email.
    Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    The headings in these Conditions are for convenience only and shall not affect their interpretation.

2    Basis of the Sale
2.1    We will sell, and You will buy the goods in accordance with any order You give Us (either in writing or verbally) which We accept.
2.2    These conditions shall override any other terms or conditions. No variation to these conditions shall be binding unless We agree in writing.
2.3    We do not accept orders of less than £20 excluding VAT and delivery costs.
2.4    We may correct any typographical, clerical or other error or omission in any sales literature, quotation, price list, order acknowledgment, invoice or other document or any information that We issue and We shall not be liable for any such inaccuracy.
2.5    Any advice or recommendation made regarding, the goods or their use which is not confirmed in writing by Us, is followed or acted upon entirely at Your own risk.
2.6    The assessment of the goods suitability and fitness for Your purpose and subsequent choice of goods is Your responsibility. You must ensure that the goods are suitable for the task for which You buy them and, if appropriate, will provide suitable protection for workplace hazards. Any specification, product information, or samples provided by Us, Our employees or agents, in connection with the goods are intended only to convey a general idea and shall not be deemed to constitute a representation as to content, suitability, performance or otherwise.
 2.7    Where any goods are supplied to Us with a manufacturer’s guarantee or warranty then subject to You having paid in full the price for those goods, We will make the guarantee or warranty available to You.  Any such guarantee or warranty will be subject to the terms set out in that guarantee or warranty.  We do not assume any liability to You for the manufacturer’s fulfillment of that guarantee or warranty but will provide You with reasonable assistance to invoke the terms of that guarantee or warranty with the manufacturer.
2.8    You agree that You have not relied upon any representations made by Us about the goods and You acknowledge and agree that any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by or on Our behalf about the goods are intended only to convey a general idea of the goods mentioned in them.

3    Orders and specifications
3.1    Our order acknowledgment is Our acceptance of Your order and forms the basis of the contract with You. Any terms and conditions that You submit on Your order form will not be accepted by Us unless We agree in writing.
3.2    Any quotations and estimates We give are without commitment and Your order will not be binding on Us unless We have expressly accepted it.
3.3    It is Your responsibility to ensure the
    accuracy of any order You submit, including any applicable specification. You must give Us any necessary information relating to the goods in sufficient time so that We are able to perform the contract in accordance with its terms.
3.4    We will proceed with the contract in accordance with the details on the order acknowledgment unless You tell Us in writing within 7 days that You do not want Us to do so. You must tell Us, in writing, of any error or omission in the detail of the acknowledgement within this period. Any lack of information, or delay in supplying information may affect Our ability to perform the contract, and We do not accept any liability for this.
3.5    Where You supply or refer designs to Us and ask Us to reproduce them, We do not guarantee that the reproduction will exactly match the original design although We will make every reasonable effort to effect a close match. In particular, We cannot guarantee colours or pantones. We will provide You with a sample in advance of Our production and Your acceptance of the sample will be deemed acceptance of the whole order.  
3.6    Where You ask Us to, We will supply You with advice as to any adverse effect that may be caused to the goods by any manufacturing, cleaning or other process that You, or any third party, intend to use. If You do not ask Us for this advice, We cannot be responsible for any damage caused to the goods as a result of any such manufacturing, cleaning or other process.
3.7    We have a policy of continuous improvement and We may also need to make changes to implement safety, manufacturing processes or other statutory requirements. We reserve the right, without notice and without affecting the validity of the contract, to make such changes in materials, dimensions, and design as We think are reasonable or desirable in all the circumstances.
3.8    The copyright and all other intellectual property rights in Our name, logo, designs, packaging and literature shall remain Our property and no licence, except as to the use for which the goods are sold or supplied, shall be implied.
3.9    Subject to the provisions to the contrary contained in these conditions, and subject to any stipulations specifically made by Us prior to the contract, sections 13 to 15 (inclusive) of the Sale of Goods Act 1979 will not apply.
3.10    You agree not to, at any time, alter or deface Our name or logo or any of Our trademarks or combine them or use them in anyway without Our consent in writing.
3.11    By placing Your order, You agree to indemnify Us against any claim which may be made against Us, in respect of the infringement of a copyright, trade mark or registered design or other intellectual property rights, resulting from use of materials or instructions provided by You in the manufacture or sale of the goods ordered, and also against any costs howsoever incurred by Us in relation to such claim.
3.12    When We have accepted Your order, You cannot cancel or amend it unless We agree in writing. Our agreement may be withheld for any reason whatsoever, and on terms that You shall indemnify Us in full against all loss, including loss of profit. Costs include the cost of all labour, and materials used, damages, charges and expenses incurred by Us as a result of cancellation or amendment, including all preparatory costs.

4    Price of the Goods
4.1    Subject to these conditions, the price of the goods shall be Our quoted price or, where no price has been quoted, the price listed in our price list current at the date of acceptance of the order. Unless We state otherwise in writing, all prices are valid for 30 days only, after which time they may be altered by Us without giving You notice.
4.2    We reserve the right, by giving You notice at any time before delivery, to increase the price of the goods to reflect any increase in the cost to Us of supplying the goods, including without limitation, increases in the costs of labour, materials, carriage and insurance resulting from any change in delivery dates, quantities or specification for the goods which you request, or failure to accept the goods when delivered or any delay caused by Your instructions or Your failure to give adequate information or instructions.
4.3    Unless We agree in writing, all prices are on the following basis:
4.3.1    Delivery is not included in the price unless We expressly state that it is.
4.3.2    If You require delivery to addresses outside the UK mainland, in addition to the costs of delivery, You will be responsible for all insurance charges and special packaging costs.
4.3.3    If You request any specific packaging, We will charge an additional fee for this and will provide details of this at the time You place Your order with Us.
4.3.4    We will deliver the goods to one delivery address. Where You ask Us to deliver to more than one address or at staggered dates, We reserve the right to charge You for this.
4.4    Our prices are exclusive of VAT and any other applicable tax that We have to pay.

5    Terms of Payment
5.1    Unless We agree in writing, Our terms of payment are that Our invoices are payable in full before the end of the month following the date of delivery. For overseas sales, payment is to be made in full in advance of delivery. The time of payment shall be of the essence to the contract. Receipts for payment will be issued only upon request.
5.2    Notwithstanding clause 5.1, We reserve the right to ask for payment in full before We perform the contract. If You order bespoke goods, special items that are non-stock or where You ask Us to apply Your logo (or other markings) to the goods, You must pay the full price of the goods in advance.
5.3    Where You order bespoke goods or special items that are non-stock, We may ask You to pay a deposit in advance. In the event that You cancel Your Order, We reserve the right to retain any deposit paid by You.
5.4    If You fail to pay in full on the due date then, without prejudice to any other right or remedy available to Us, We shall be entitled to any or all of the following:
5.4.1    to cancel the contract or suspend any further deliveries to You;
5.4.2    to charge You interest, both before and after any judgment, on the amount unpaid at the rate of 4 per cent per annum above Barclays Bank plc base rate from time to time, from the due date until payment in full is made, a part of a month being treated as a full month for the purpose of calculating interest; and/or
5.4.3    to alter or withdraw any credit facility that We have made available to You.
5.5    We reserve the right to exercise a lien on any of Your property or money in Our possession, for all amounts due or accruing on any account. We may sell property which is subject to a lien if it is not satisfied in 28 days and apply the proceeds to discharge the lien and the contract expenses.
5.6    You will make payment of all invoices without any deduction or set off.

6    Performance and Delivery
6.1    Delivery of the goods will be deemed to have been made when We place the goods in the post, they are given to a carrier for onward delivery to You or We deliver the goods to the agreed delivery address.
6.2    Any dates quoted for delivery of the goods or performance of the contract by Us are approximate only and We shall not be liable for any delay in delivery of the goods or performance of the contract howsoever caused. Time for delivery or performance by Us shall not be of the essence unless previously agreed by Us in writing. The goods may be delivered, or the contract performed by Us in advance of the quoted delivery date.
6.3    We reserve the right to deliver up to 10 per cent more or 10 per cent less than the quantity ordered and We will adjust the price to reflect the quantity actually delivered. These tolerances apply to each individual order. Every difference in size, text or colour shall be regarded as a separate order for the purpose of this clause,
6.4    The goods may be delivered in installments either as specified by the contract, or at Our convenience. If we do not deliver any one or more of the instalments on any agreed delivery date, this will not allow You to treat the contract as at an end.
6.5     You must ensure that You are available to accept delivery of the goods and sign a receipt for the goods.  We shall be entitled to assume that any signatory had authority from You to sign the receipt of delivery.
6.6    If You do not accept delivery of the goods or do not give Us adequate delivery instructions at the time stated for delivery then, in addition to any other rights We have, We may:
6.6.1    charge You for any abortive delivery charges and reasonable costs for storing and insuring the goods; and/or
6.6.2    sell the goods at the best price readily obtainable and after deducting all reasonable storage and selling expenses account to You for the excess over the price under the contract or charge You for any shortfall below the price under the contract.
6.7    If the goods are to be exported from the United Kingdom, it shall be Your 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.
6.8    Any stock that We agree to hold against the contract will be delivered six months after the contract date unless We agree in writing to a longer period. Unless the goods have been paid in full, We will invoice You immediately after delivery.  

7    Risk and property
7.1    Risk of damage to or loss of the goods shall pass to You;
7.1.1    In the case of goods to be collected from Our premises, at the time when We notify You that the goods are available for collection; or
7.1.2    In the case of goods to be delivered, at the time of delivery or, if You fail to accept delivery of the goods, the time when We tendered delivery of the goods.
7.2.    Property in the goods shall not pass to You until We have received payment in full of the price of the goods and all other goods that We have agreed to sell for which payment is then due.    
7.3    For the purposes of clauses 7.4 and 7.5 where You ask Us to deliver Your goods to a third party on Your behalf, You shall:
7.3.1    ensure that Your nominated third party complies with any obligations that You owe Us;
7.3.2    procure for Us a right of entry and repossession of the goods against any third party nominee; and
7.3.3    at Our request, exercise any such right that You may have against Your nominee.
7.4    Until property in the goods passes to You, You shall keep the goods free from any lien, charge or encumbrance and We may at any time require the goods to be returned to Us. If You do not return the goods to Us within 3 days of Our request, We may enter Your premises to reclaim the goods. Until You have paid for the goods in accordance with clause 7.2 You shall hold the goods as Our fiduciary agent and You will keep them stored, protected and insured and identified as Our property.
7.5    If You sell, otherwise dispose of or process the goods (or any part of them) before payment in full, You agree to hold the proceeds of sale, disposal or processing and shall as soon as possible after receipt of the same pay such monies to Us.
7.6    Nothing in this clause 7 shall prejudice any rights that We shall have against You by reason of Your breach of this agreement, whether in contract, tort, bailment, restitution or under the law of equity and trusts.
7.8    Where delivery of the goods is by installments in accordance with an agreed delivery schedule and You fail to pay for any one or more of the installments on the due dates We may in Our absolute discretion suspend further deliveries of the goods pending payment by You.
7.9    All design and origination work including proofs, samples, mock-ups and models remain our property unless We agree otherwise. specifically. If We ask You to, You must return them to us immediately.
7.10    All tools that are required for Us to perform Our contract with You will belong to Us whether or not You have made a contribution towards their costs.
7.11    We reserve the right to use samples or images of goods that We have supplied to You in Our promotional literature or advertising or for supply as examples to others for marketing purposes without requiring prior authority from You.

8    Claims
8.1    Any claims affecting goods must be made in writing within seven days of delivery and will only be considered if the goods can be examined in their original packaging and providing that no part of the consignment has been used. Claims for non-delivery must be advised in writing within 7 days from the date of the invoice.  We may require such goods to be returned to Us in their original packaging for inspection.   Where any goods are to be returned to Us, You must complete and send with these goods together with Our “Returns Authorisation Form”.
8.2    Should there be any sign of damage or loss when the goods are delivered to You it is Your responsibility to endorse the carrier's consignment note to that effect.
8.3    If no such claim shall be made in writing within seven days of delivery You shall be deemed to have accepted the goods and You will not be entitled to reject any of the goods which are not in accordance with the contract.
8.4    Where any goods are correctly supplied by Us and We agree these may be returned for credit We reserve the right in Our discretion to charge a handling fee equal to 15% of the sale price of those goods plus value added tax.  If goods are received back in a used or unsalable condition, We will not raise any credit.

9    Limitation of Liabilities and Indemnity
9.1     Our entire liability to You (including the liability for any acts or omissions of Our agents, employees and sub-contractors) under or in connection with this contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
9.2    We do not limit or exclude Our liability for:
9.2.1 death or personal injury caused by Our negligence; or
9.2.2 fraud or fraudulent misrepresentation; or
9.2.3 breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979.
9.3    Subject to clause 9.2, Our total aggregate liability in respect of all losses, howsoever arising in connection with this contract shall in no event exceed the aggregate price of the goods paid by You to Us or £100,000 whichever is the lower.
9.4    Subject to clause 9.2 We shall not be liable to You for any:
9.4.1 indirect, special or consequential loss or damage;
9.4.2 loss of profit;
9.4.3 loss of use;
9.4.4 loss of production;
9.4.5 loss of contract or opportunity; or
9.4.6 harm to reputation of loss of goodwill.
9.5    We shall not be liable to You or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to the goods, if the delay or failure was due to any cause beyond Our reasonable control.  In such circumstances We may cancel or suspend performance of the contract. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Our reasonable control:
9.5.1    Explosion, flood, tempest, fire or accident;
9.5.2    Act of God;
9.5.3    War or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.5.4    Acts restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
9.5.5    Import or export regulations or embargoes;
9.5.6    Strikes, lock-outs or other industrial actions or trade disputes, whether involving Our employees or those of any third party;
9.5.7    Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.5.8    Power failure or breakdown in machinery; or
9.5.9 Pandemic or epidemic

10    Your Insolvency
10.1    This clause applies if:
10.1.1    You make any voluntary arrangement with Your creditors, or become subject to an administration order, or become bankrupt, or go into liquidation, otherwise than for the purposes of amalgamation or reconstruction; or
10.1.2    an encumbrancer takes possession of, or a receiver, administrative receiver or administrator is appointed, for any of Your property or Your assets; or
10.1.3    You cease, or threaten to cease, to carry on business; or
10.1.4    We reasonably believe that You are or are about to become, subject to any of the events mentioned above.
10.2    If this clause applies then, without prejudice to any other right or remedy available to Us, We shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to You, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11    Third Party Rights
    The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this contract and a person who is not a party to this contract shall have no right under that Act to enforce any term of the contract.

12    Data Protection
12.1    We will use any personal information You provide to Us:
12.1.1    to supply You with the goods You have ordered and
12.1.2    to process Your payment for the goods ordered.
12.2    We may pass Your personal information to credit reference agencies as part of any application for credit facilities that We may offer to You.
12.3     Details of the other times that We may pass Your information onto a third party and how We handle Your personal information may be found on Our website www.wiseworksafe.com/section/Data_Protection_Policy

13    General
13.1    We may assign any of Our rights or obligations under the contract to any other person.
13.2    Any notice required, or permitted to be given, by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
13.3    No waiver by Us of any breach of the contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4    If any provision of these conditions is held by a competent authority to be invalid or enforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the contract shall not be affected.
13.5    The contract shall be governed by the laws of England and We and You submit to the non-exclusive jurisdiction of the English Courts.

14    Telephone calls
14.1    Telephone calls may be recorded and monitored for the purpose of ensuring that We follow Your instructions correctly or to improve Our service and for staff training purposes.

15     Entire Agreement
15.1    The contract contains the whole agreement between Us and You in respect of the sale or supply of the Goods and supersedes and overrides and replaces all and any prior written or oral agreements representations or understandings between Us relating to the sale or supply of the Goods.

WISE Worksafe Ltd, Unit 5, The Io Centre, Hearle Way, Hatfield, Hertfordshire, AL10 9EW
Company registration no. 8096906
April 2021