Online Business and Consumer Terms and Conditions
1.1 In these Terms and conditions, the following words and expressions shall, unless the context or circumstances require otherwise, have the following meanings:
"Bribery Laws" means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption.
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Charges" means the charges set out in the description of the Goods, Services and Hire Goods on our Website, in our quotation to you, or in any order acknowledge that we provide to you following receipt of your Order.
"Contract" means the Contract between us and you for the sale and purchase the Goods and/or the Services, the hire of the Hire Goods, and/or the supply of Impress Stock, in accordance with these Terms.
"Goods" means the goods (or any part of them) set out in the Order.
"Hire Goods" means any tool, article, and/or device together with any accessories being hired by you or loaned to you whilst tools are with us for repair or service, and as specified in the Order, Specification and/or any service loan documentation.
"Hire Period" means the period in which you hire the Hire Goods from us, as agreed in the Order and/or Specification.
"Impress Stock" means Goods that we agree to deliver and store at your premises, or other agreed location, which you are then permitted to use and/or sell to third parties in accordance with these Terms.
"Issued Stock" means Goods provided to you by us on an Impress Stock basis for which we have issued you with an invoice in accordance with the provisions in clause 10.
"Modern Slavery Policy" means, where you are a business customer, the anti-slavery and human trafficking policy of your business in force and notified to us from time to time.
"Order" means the order for the Goods, Services or Hire Goods, as set out in the purchase Order form completed by you or in your written acceptance of our quotation.
"Products" means the Goods, Services, Hire Goods and/or Impress Stock supplied to you by us under this Contract.
"Replacement Cost" means the cost of replacing any Hire Goods or part of any Hire Goods, including but not limited to the cost of the item or part of it, any unpaid Charges that would have otherwise been paid by you under the Contract and in accordance with these Terms, and a reasonable administration charge, as determined by us, covering the cost of us administering the replacement. Full details of such costs will be included in our quotation or can be found on our Website.
"Services" means the Services and/or work (if any) to be performed by us for you as set out in the Order, including any delivery and/or collection service for Goods, Hire Goods and/or Impress Stock.
"Special Order" means Goods not generally stocked by the Supplier but ordered by the Supplier to fulfil a Customer’s Order or Goods that are made or altered to meet a Customer’s bespoke Specification.
"Specification" means any specification for the Goods, Services, Hire Goods and/or Impress Stock, including any related plans and drawings, that is agreed in writing by you and us.
"Terms" means these Terms and conditions as amended from time to time in accordance with clause 6 and/or clause 7.
"Website" means www.starfasteners.co.uk
1.2 Construction. In these Terms and conditions, the following rules apply:
- 1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- 1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
- 1.2.3 A reference to a statute or statutory provision is a reference to such statute or 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.
- 1.2.4 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.
- 1.2.5 A reference to writing or written includes faxes and emails
2.1 What these Terms cover. These are the terms and conditions on which we supply Products to you, whether these are Goods, Services or Hire Goods.
2.2 Why you should read them. Please read these Terms carefully before you submit your Order to us. These Terms tell you who we are, how we will provide Products to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.
2.3 Are you a business customer or a consumer? In some areas you will have different rights under these Terms depending on whether you are a business or consumer. You are a consumer if:
- You are an individual.
- You are buying Products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
Provisions specific to consumers only are in orange and those specific to businesses only are in blue.
2.4 If you are a business customer this is our entire agreement with you. If you are a business customer these Terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
3.1 Who we are. We are Star Fasteners (UK) Limited a company registered in England and Wales. Our company registration number is 05549275 and our registered office is at Unit 1, 44 Brookhill Road, Pinxton, Nottingham, Nottinghamshire, NG16 6RY, United Kingdom. Our registered VAT number is 870 8919 81.
3.2 How to contact us. You can contact us by telephoning our customer service team at 0115 932 4939 or by writing to us at email@example.com or Unit 1, 44 Brookhill Road, Pinxton, Nottingham, Nottinghamshire, NG16 6RY, United Kingdom.
3.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.
4.1 How we will accept your Order. Our acceptance of your Order will take place when we email you to accept it, at which point a Contract will come into existence between you and us. For the avoidance of doubt, a quotation for Products and/or Hire Goods given by us to you shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.
4.2 If we cannot accept your Order. If we are unable to accept your Order, we will inform you of this in writing and will not charge you for the Product. This might be because the Product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the Product or because we are unable to meet a delivery deadline you have specified.
4.3 Your Order number. We will assign an order number to your Order and tell you what it is when we accept your Order. It will help us if you can tell us the order number whenever you contact us about your Order.
4.4 We only sell to consumers in the UK. Where you are placing an Order for Products as a consumer, unfortunately, we do not accept Orders from addresses outside the UK.
4.5 We may sell to businesses outside of the UK. Where you are placing Orders for commercial purposes in your capacity as a business, we may be able to accept and fulfil Orders from addresses both outside and inside the UK. However, where your Order is from an address outside the UK, it may be necessary for us to obtain third-party authority before we can accept your Order.
5.1 Products may vary slightly from their pictures. The images of the Products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images.
5.2 Product packaging may vary. The packaging of the Product may vary from that shown in images on our website.
5.3 Making sure your measurements are accurate. If we are making Goods to measurements, you have given us you are responsible for ensuring that these measurements are correct.
If you wish to make a change to the Product you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change
7.1 Minor changes to the Products. We may change the Product:
- 7.1.1 to reflect changes in relevant laws and regulatory requirements; and
- 7.1.2 to implement minor technical adjustments and improvements, for example to improve the Products performance or to address a safety concern.
7.2 More significant changes to the Products and these Terms. In addition, as we informed you in the description of the Product on our Website, we may make changes to these Terms or the Product, but if we do so we will notify you and you may then contact us to end the Contract before the changes take effect and receive a refund for any Products paid for but not received.
8.1 Delivery costs. The costs of delivery will be as displayed to you on our Website.
8.2 When we will provide the Products.
- 8.2.1 If the Products are Goods. If the Products are Goods we will send you an Order acknowledgement confirming the method of delivery and a delivery or a collection date.
- 8.2.2 If the Products are one-off Services. We will begin the Services on the date agreed with you during the order process, details of which will be included in the Order acknowledgement we will send to you. The estimated completion date for the Services is as told to you during the order process.
- 8.2.3 If the Products are ongoing Services or a subscription to receive Goods and or Hire Goods. We will send you an Order acknowledgement confirming the terms upon which the Products will be supplied to you. We will supply the Services, Goods or Hire Goods to you until either the Services are completed or the subscription expires (if applicable), or the Hire Period expires, or you end the Contract as described in clause 9, or we end the Contract by written notice to you as described in clause 13.
8.3 Where we are supplying you with Goods in instalments. We may agree to deliver the Goods to you 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, unless otherwise agreed with us in writing.
8.4 If the Goods being delivered to you by instalments are Special Order, then you agree that the Order is made on a non-returnable and non-refundable basis, except where the Goods fail to materially conform to the Specification, are deemed to be defective or as otherwise agreed with the us in writing from time to time.
8.5 Where we are supplying you with Hire Goods. You agree to procure sufficient access to and from the relevant site and sufficient unloading space, facilities, equipment and access to utilities to allow our employees, sub-contractors and/or agents to deliver and collect the Hire Goods and to carry out any Services, if necessary and as agreed with us in advance.
8.6 Where we are supplying you with Products under an Impress Stock agreement. You agree to procure sufficient access to and from the relevant site and sufficient unloading space, facilities, equipment and access to utilities to allow our employees, sub-contractors and/or agents to deliver and collect the Impress Stock as necessary and as agree with us in advance.
8.7 We are not responsible for delays outside our control. If our supply of the Products is delayed by an event outside our control, then we will contact you as soon as possible, but in any case no later than 7 days from the start of the event, to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if the delay continues for a period of 8 weeks you may contact us to end the Contract and receive a refund for any Products you have paid for but not received. We will not be responsible for any delays caused by you failing to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, Hire Goods and/or Services.
8.8 Where you are dealing with us as a Business, in the event that you are permitted to terminate the contract under the terms of clause 8.7 above, you will be required to provide us with 4 weeks’ written notice of your intention to terminate the Contract.
8.9 Collection by you. If you have asked to collect the Products from our premises, you can collect them from us at any time during our working hours on weekdays (excluding public holidays).
8.10 If you are not at the stated delivery address when the Product is delivered. If no one is available at your address to take delivery and the Products cannot be posted through your letterbox, a note will be left for you informing you of how to rearrange delivery or collect the Products from a delivery depot or from our premises.
8.11 If you do not re-arrange delivery. If you do not collect the Products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the Contract and clause 13.2 will apply.
8.12 If we are unable to deliver or you do not collect the Product. If you fail to take or accept delivery of the Goods and/or Hire Goods within 3 Business Days of us notifying you that the Goods and/or Hire Goods are ready, then, except where such failure or delay is caused by an event our of out control, or our failure to comply with our obligations under the Contract:
- 8.12.1 delivery of the Goods and/or Hire Goods shall be deemed to have been completed at 9.00am on the third Business Day after the day on which we notified you that the Products were ready;
- 8.12.2 as per clause 8.11 above, we may store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance);
- 8.12.3 in respect of Hire Goods, if you fail to collect the Hire Goods or we are unable to deliver the Hire Goods as agreed, for a period of 48 hours, then we shall be entitled to terminate the Contract and you shall be required to reimburse us for any costs and expenses we have incurred; and
- 8.12.4 we may be entitled to reasonable compensation from you for any loss suffered as a result of us ending the Contract under this clause 8.12.
8.13 Our right to resell Goods or to rehire Hire Goods. If 10 Business Days after the day on which we notified you that the Goods and/or Hire Goods were ready for delivery, you have not taken or accepted delivery of them, we may resell or otherwise dispose of part or all of the Goods, and/or rehire the Hire Goods, and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods and/or Hire Goods.
8.14 If you do not allow us access to provide Services. If you do not allow us access to your property to perform the Services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the Contract and clause 13.2 will apply.
8.15 When you become responsible for the Goods. A Product which is Goods will be your responsibility from the time we deliver the Product to the address you gave us or you, or a carrier organised by you, collect it from us.
8.16 When you own Goods. You own a Product which is Goods once we have received payment in full.
8.17 When you become responsible for the Hire Goods. The Hire Goods become your responsibility from the time we deliver the Hire Goods to the address you gave us or you, or a carrier organised by you, collect them from us. The risk in the Hire Goods shall not pass back to us until the Hire Goods are returned to our premises, subject to clause 9.1.6 below.
8.18 You will not own the Hire Goods. The Hire Goods shall at all times remain our property, and you shall have no right or interest in the title of the Hire Goods at any time.
8.19 What will happen if you do not give required information to us. We may need certain information from you so that we can supply and/or hire the Products to you, for example, the area of application (including access restrictions), the type of application, and any specific requirements (including environmental requirements). If so, this will have been stated in the description of the Products on our Website. You will be prompted to provide the required information at the point that you place your Order using our online ordering system. In certain circumstances we may contact you to ask for this information or to discuss your requirements in more detail. If you do not provide us with all necessary information within a reasonable time of it being requested, or if you give us incomplete or incorrect information, we may either end the Contract (and clause 13.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
8.20 Reasons we may suspend the supply of Products to you. We may have to suspend the supply of a Product to:
- 8.20.1 deal with technical problems or make minor technical changes;
- 8.20.2 update the Product to reflect changes in relevant laws and regulatory requirements;
- 8.20.3 make changes to the Product as requested by you or notified by us to you (see clause 7);
- 8.20.4 as a result of an event outside of our control (see clause 8.7).
8.21 Your rights if we suspend the supply of Products. We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent, an emergency or an event outside of our control, in which case clause 8.7 will apply. If we have to suspend the Product for longer than 1-month in any 3-month period, we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the Contract for a Product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 3 months and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Contract.
8.22 We may also suspend supply of the Products if you do not pay. If you do not pay us for the Products when you are supposed to (see clause 17.4) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 17.10). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 17.9).
9.1 The provisions in this clause apply specifically to when you, as a business customer, hire any tool, article, and/or device together with any accessories or when such items are loaned to you whilst tools are with us for repair or service (“Hire Goods”), and are as specified in the Order, Specification and/or any service loan documentation we may provide to you:
- 9.1.1 All costs and charges required for the hiring of all Hire Goods shall be specified in the initial quotation to you, either orally or in writing, and then included in the Order and the Order acknowledgment sent to you.
- 9.1.2 An advance payment may be required from you prior to commencement of the requested Hire Period and any such requirement shall be notified to you in writing, as part of the quotation, the Order, and/or the Order acknowledgment provided by us. We may also require you to make an additional payment on account of a portion of the Charges in advance.
- 9.1.3 You shall be liable to pay us for the cost of any repair and/or cleaning required on return of the Hire Goods to us, to return the Hire Goods to a condition for re-hire and to pay additional charges as notified to you by us, until such repairs and/or cleaning have been completed, except where the damaged, unclean or defective state is due to fair wear and tear and/or an inherent fault in the Hire Goods.
- 9.1.4 You shall be liable to pay us the Replacement Cost of any lost or stolen Hire Goods and/or Hire Goods which are found, on return of the Hire Goods to us, to be beyond economic repair as a result of your negligent actions or omissions during the Hire Period, which shall be notified to you by us as soon as reasonably practicable after we receive notification from you that the Hire Good(s) have been lost or stolen, or following return of the Hire Goods to us. Where any advance payment made by you does not cover the Replacement Cost or you have not made an advance payment, you shall continue to be liable to pay the Charges, including any relevant hire costs and expenses, as notified to you by us, until such time as we receive the Replacement Cost from you.
- 9.1.5 On the supply of Hire Goods by us to you, you shall:
- (a) not remove any labels from and/or interfere with the Hire Goods, their working mechanisms or any other parts of them and shall take reasonable care of the Hire Goods and only use them for their proper purpose in a safe and correct manner in accordance with any operating and/or safety instructions provided or supplied to you, which includes, but is not limited to, the use of appropriate health and safety equipment as directed;
- (b) take all reasonable steps to keep yourself acquainted with the state and condition of the Hire Goods. If you continue to use such Hire Goods in an unsafe and unsatisfactory state or environment, you shall be solely responsible for any damage, loss or accidents whether directly or indirectly arising as a result;
- (c) notify us immediately after any breakdown, loss and/or damage to the Hire Goods, and any consequential damage to other property and/or injury caused to any persons, and shall immediately discontinue use of the Hire Goods;
- (d) take adequate and proper measures to protect the Hire Goods from theft, damage and/or other risks;
- (e) not to agree, offer or purport to sell, assign, sub-let, lend, pledge, mortgage let or hire or otherwise part with or attempt to part with personal possession of the Hire Goods to any third party or otherwise without prior written permission from us;
- (f) notify us of any change of its address and, on our request, provide details of the location of the Hire Goods;
- (g) permit us at all reasonable times and upon reasonable notice to inspect, test, adjust repair or replace the Hire Goods, including procuring access to any property where the Hire Goods are situated;
- (h) keep the Hire Goods at all times in your possession and control and not to remove the Hire Goods from the country where you are located and/or the country where we are located without our prior written consent;
- (i) be responsible for the conduct and cost of any testing, examinations and/or checks in relation to the Hire Goods required by any legislation, best practice and/or operating instructions except to the extent that we have agreed to provide them as part of any Services being provided to you by us;
- (j) not do or omit to do anything which you have been notified will or may be deemed to invalidate any policy of insurance related to the Hire Goods; and
- (k) where the Hire Goods require fuel, oil, grease and/or electricity ensure that the proper type / grade specified by us and/or voltage is used and that, where appropriate, the Hire Goods are properly maintained by a qualified and competent person.
- 9.1.6 You are required, at the end of the Hire Period, to return the Hire Goods to us in good working order and condition, except for fair wear and tear, and in a clean condition together with all insurance policies, licences, registration and other documents relating to the Hire Goods.
- 9.1.7 We may agree to collect the Hire Goods from your premises at the end of the Hire Period. If we are unable to collect the Hire Goods after 2 attempts, then, except where such failure or delay is caused by us:
- (a) you shall be required to reimburse us for any costs and expenses we have incurred; and
- (b) we may be entitled to reasonable compensation from you for any loss suffered as a result of us being unable to collect the Hire Goods from your premises at the end of the Hire Period.
- 9.1.8 You shall indemnify us 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 professional costs and expenses) suffered or incurred by us as a result of any breakdown of the Hire Goods caused by your negligence, misdirection and/or misuse of the Hire Goods in contravention of the instructions provided by us to you in connection with the Hire Goods. This clause 9.1.8 shall survive termination of the Contract.
- 9.1.9 You shall not be permitted to carry out any maintenance and repairs required to the Hire Goods during the Hire Period, whether it is due to fair wear and tear, an inherent fault, or otherwise, unless you have been provided with basic tool maintenance training by us. In the event that there is an issue with the Hire Goods, you should immediately inform us, and we shall arrange for service and/or repairs to be undertaken on the Hire Goods, arrange for replacement Hire Goods to be sent out to you and the faulty Hire Goods collected, or you can return the faulty Hire Goods to our premises and we will provide you with replacement Hire Goods. You shall not attempt to make any repairs to the Hire Goods unless expressly authorised to do so by us in writing.
9.2 We are not able to provide Hire Goods to you where you are dealing with us as a consumer.
10.1 The provisions in this clause apply specifically to when that we will stock specified Products at your premises under the terms of this clause 10 and any other relevant provision in these Terms.
10.2 Your obligations to us. If we agree to provide any Goods on an Impress Stock basis:
- 10.2.1 you shall provide adequate storage for the Impress Stock, and ensure that the Impress Stock is stored separately from any other items and kept easily identifiable at all times, to enable us to recover any Impress Stock that has not become Issued Stock or Issued Stock where we have not received full payment for the relevant invoice;
- 10.2.2 you shall handle and store the Impress Stock in accordance with our instructions and shall ensure that the Impress Stock is well maintained until each invoice is paid and the title of the Products passes to you in accordance with clause 10.2.8 below;
- 10.2.3 you shall ensure you maintain adequate insurance to cover the Impress Stock at all times in accordance with our instructions;
- 10.2.4 you shall not remove any Impress Stock from your premises, or any other agreed location, without obtaining our prior written authorisation;
- 10.2.5 you shall allow us, or our authorised advisors and/or representatives, reasonable access to your premises during working hours to inspect the Impress Stock and all required documentation and, if appropriate, conduct a thorough audit;
- 10.2.6 if on completion of an audit under clause 10.2.5 above or on receipt of any other form of notification, it is found that any Impress Stock is used, the packaging has been opened, issued to a third party, damaged, lost, stolen, misplaced or otherwise found to be missing from the Impress Stock recorded by us as being delivered to you, any items shall be deemed to have been purchased by you and you will be issued with an invoice for the Issued Stock;
- 10.2.7 all risk and regulatory or legislative obligations in respect of the Impress Stock shall transfer to you on delivery of the Impress Stock to your premises or any other agreed location;
- 10.2.8 the title in the Impress Stock shall not pass to you until an invoice has been issued and payment has been received by us in full;
- 10.2.9 you shall provide us with accurate information regarding historic and current stock levels and sales, and shall further provide us with updated information on sales and stock levels on a monthly basis;
- 10.2.10 you agree to exclusively purchase the Products being supplied as Impress Stock, as specified in the order acknowledgement provided, from us until the Contract is terminated;
- 10.2.11 in the event of default by you on any of the obligations under the Contract or any of the provisions of this clause 10, or where you make a general assignment for the benefit of your creditors, or have a receiver, administrator or trustee appointed to your business or property, you shall provide us with unrestricted access your premises or property to enable us to recover all Impress Stock delivered but not yet invoiced and paid for by you and, notwithstanding clause 10.4 below, the Contract for Impress Stock services shall immediately terminate.
10.3 We agree to provide the Impress Stock on an initial 3-month settlement period commencing from the date that we agree to provide you with Products on an Impress Stock basis. During this period, we will agree the stock level to be maintained under the Contract.
10.4 The Contract for Impress Stock services shall continue for a minimum of 12-months from the date that the agreement commences. The earliest that either party can provide notice of their intention to terminate the Contract is 6-months from the date that the agreement commences.
10.5 On expiry of the initial 12-month period, the Contract shall continue unless or until either party provides the other party with 6-months prior written notice of an intention to terminate the Contract.
10.6 At the end of any notice period, Impress Stock still held by you which was received less than 12 months prior to the date of termination of the Contract, which is still sealed and which is in a resaleable condition may be returned to us at your cost within 20 Business Days of the expiry of the notice period, subject at all times to inspection and acceptance by us.
10.7 Any Impress Stock that is received back from you which, following receipt and inspection by us, we deem to be non-resaleable or which was specifically ordered from our suppliers to fulfil your Order, will be rejected and returned to you and you will be responsible for any delivery charges and any other responsible expenses we may incur.
10.8 Where we agree to collect the Impress Stock from you on expiry of the notice period, you will be responsible for any and all costs pursuant to clause 12.4. Prior to removal of the Impress Stock from your premises, you will, where appropriate, provide us with the opportunity to inspect the Impress Stock. Following completion of an inspection, any Impress Stock that we, in our absolute opinion, deem to not be in a resaleable condition or is a Product that was specifically ordered from our suppliers to fulfil your Order, will not be accepted for collection and the provisions in clause 10.9 below will apply. Where a third-party is used by us to collect the Impress Stock, the provisions of clause 10.7 above will apply.
10.9 Any Impress Stock retained by you, returned to you pursuant to clause 10.7, or rejected by us pursuant to clause 10.8, shall be deemed to be non-returnable, and where appropriate, non-refundable, and shall become Issued Stock. You will be issued with an invoice for all of the Issued Stock to be paid in accordance with our agreed payment terms. Any payments already received in respect of the Issued Stock shall be offset against any invoices issued.
11.1 You can always end your Contract with us. Your rights when you end the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the Contract and whether you are a consumer or business customer:
- 11.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the Product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 15 if you are a consumer and clause 16 if you are a business;
- 11.1.2 If you want to end the Contract because of something we have done or have told you we are going to do, see clause 11.2;
- 11.1.3 If you are a consumer and have just changed your mind about the Product, see clause 11.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any Goods;
- 11.1.4 In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 11.6.
11.2 Ending the Contract because of something we have done or are going to do. If you are ending a Contract for a reason set out at (a) to (e) below the Contract will end immediately and we will refund you in full for any Products which have not been provided and you may also be entitled to compensation. The reasons are:
- 11.2.1 we have told you about an upcoming change to the Product or these Terms which you do not agree to (see clause 7.2);
- 11.2.2 we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
- 11.2.3 there is a risk that supply of the Products may be significantly delayed because of events outside our control;
- 11.2.4 we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 3 months; or
- 11.2.5 you have a legal right to end the Contract because of something we have done wrong.
11.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most Products bought online, you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.
11.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
- 11.4.1 Services, once these have been completed, even if the cancellation period is still running;
- 11.4.2 any Products which become mixed inseparably with other items after their delivery; and
- 11.4.3 any Products which have been personalised or custom-made for you.
11.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
- 11.5.1 Have you bought Services (for example, tool repair Services or tool hire)? If so, you have 14 days after the day we email you to confirm we accept your Order. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
- 11.5.2 Have you bought Goods (for example, Huck fasteners, rivets and inserts, and tools)? if so, you have 14 days after the day you (or someone you nominate) receives the Goods, unless:
- (a) Your Goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
- (b) Your Goods are for regular delivery over a set period (for example one delivery per month over a 12-month period). In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the Goods.
11.6 Ending the Contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 11.1), you can still end the Contract before it is completed, but you may have to pay us compensation. A Contract for Goods is completed when the product is delivered and paid for. A Contract for Services and a Contract for the supply of Hire Goods is completed when we have finished providing the Services and/or the expiry of the Hire Period and you have paid for the Services or the Hire Goods. If you want to end a Contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The Contract will end immediately and we will refund any sums paid by you for Products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) 25% of the net price of the Products to be provided under the Contract, as compensation for the net costs we will incur as a result of your doing so.
12.1 Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:
- 12.1.1 Phone or email. Call customer services on 0115 932 4939 or email us at firstname.lastname@example.org. Please provide your name, home address, details of the Order and, where available, your phone number and email address.
- 12.1.2 By post. Print off the form, which can be located on our Website, and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
12.2 Returning Products after ending the Contract. If you end the Contract for any reason after Products have been dispatched to you or you have received them, you must return them to us, except where the Products have been specially ordered from our suppliers to fulfil your Order or pursuant to the terms in clause Error! Reference source not found.. You must either post the Products back to us at Star Fasteners (UK) Limited, Unit 1, 44 Brookhill Road, Pinxton, Nottingham, Nottinghamshire, NG16 6RY, United Kingdom or (if they are not suitable for posting) allow us to collect them from you. Please call customer Services on 0115 932 4939 or email us at email@example.com for a return label or to arrange collection. If you are a consumer exercising your right to change your mind you must send off the Goods within 14 days of telling us you wish to end the Contract.
12.3 When we will pay the costs of return. We will pay the costs of return where you are a consumer and:
- 12.3.1 the Products are faulty or misdescribed; or
- 12.3.2 you are ending the Contract because we have told you of an upcoming change to the product or these Terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
12.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the Product from you, we will charge you the direct cost to us of collection. The costs of collection will be as stated in the Charges section of our website, which details our charges for both deliveries and collections within the UK. For details of our International courier services please write to us at firstname.lastname@example.org or Unit 1, 44 Brookhill Road, Pinxton, Nottingham, Nottinghamshire, NG16 6RY, United Kingdom, or telephone us on 0115 932 4939.
12.5 How we will refund you. If you are entitled to a refund under these Terms we will refund you the price you paid for the Products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
12.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
- 12.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
- 12.6.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 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.
- 12.6.3 Where the Product is a Service, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the Contract.
- 12.6.4 Where the Product is Hire Goods, we may deduct from any refund an amount to cover the period during which the Hire Goods were actually supplied, ending with the time when you told us you had changed your mind.
12.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:
- 12.7.1 If the Products are Goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you. For information about how to return a Product to us, see clause 12.2.
- 12.7.2 In all other cases, your refund will be made within 14 days of your telling us you have changed your mind
13.1 We may end the Contract if you break it. We may end the Contract for a product at any time by writing to you if:
- 13.1.1 you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
- 13.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products, for example, the area of application (including access restrictions), the type of application, and any specific requirements (including environmental requirements);
- 13.1.3 you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us;
- 13.1.4 you do not, within a reasonable time, allow us access to your premises to supply the Services; or
- 13.1.5 you do not, within a reasonable time, allow us access to your premises to deliver and store the Impress Stock in accordance with the terms of the Contract and clause 10 above.
13.2 You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 13.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract, which will usually be 25% of the total value of the Contract and any costs of collection incurred by us (if applicable).
13.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 30 days in advance of our stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.
How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone us on 0115 932 4939 or write to us at email@example.com or Unit 1, 44 Brookhill Road, Pinxton, Nottingham, Nottinghamshire, NG16 6RY, United Kingdom.
15.1 If you are a consumer we are under a legal duty to supply Products that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the Products. Nothing in these Terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your Product is Goods, for example rivets, inserts and tools, the Consumer Rights Act 2015 says Goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your Product your legal rights entitle you to the following:
a) Up to 30 days: if your Goods are faulty, then you can get an immediate refund.
b) Up to six months: if your Goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
c) Up to six years: if your Goods do not last a reasonable length of time you may be entitled to some money back.See also clause 11.3.
If your Product is Services, for example tool repair service or powder coating and plastic fastener encapsulation, the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
b) If you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
c) If you haven't agreed a time beforehand, it must be carried out within a reasonable time.
See also clause 11.2.
15.2 Your obligation to return rejected Products. If you wish to exercise your legal rights to reject Products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call us on 0115 932 4939 or email us at firstname.lastname@example.org for a return label or to arrange collection.
16.1 If you are a business customer, we warrant that on delivery, and for a period of 12 months from the date of delivery ("warranty period"), any Products which are Goods shall:
- 16.1.1 conform in all material respects with their description and any relevant Specification;
- 16.1.2 be free from material defects in design, material and workmanship;
16.2 Subject to clause 16.3, if:
- 16.2.1 you give us notice in writing during the warranty period within a reasonable time of discovery that a Product does not comply with the warranty set out in clause 16.1;
- 16.2.2 we are given a reasonable opportunity of examining such Product; and
- 16.2.3 you return such Product to us at your cost,
- we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.
16.3 We will not be liable for a Product's failure to comply with the warranty in clause 16.1 if:
- 16.3.1 you make any further use of such Product after giving a notice in accordance with clause 16.2.1;
- 16.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Product or (if there are none) good trade practice regarding the same;
- 16.3.3 the defect arises as a result of us following any drawing, design or specification supplied by the Customer;
- 16.3.4 you alter or repair the Product without our written consent; or
- 16.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
16.4 Except as provided in this clause 16, we shall have no liability to you in respect of a Product's failure to comply with the warranty set out in clause 16.1.
16.5 If you are a business customer, the Terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
16.6 These Terms shall apply to any repaired or replacement Products supplied by us under clause 16.2.
17.1 Where to find the price for the Product. The price of the Product (which includes VAT) will be the price indicated on the Order pages when you placed your Order. We take all reasonable care to ensure that the price of the Product advised to you is correct. However please see clause 17.3 for what happens if we discover an error in the price of the Product you order.
17.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your Order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
17.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Products we sell may be incorrectly priced. We will normally check prices before accepting your Order so that, where the Product's correct price at your Order date is less than our stated price at your Order date, we will charge the lower amount. If the Product's correct price at your Order date is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we 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 end the Contract, refund you any sums you have paid and require the return of any Goods provided to you.
17.4 When you must pay and how you must pay. We accept payment with MasterCard, Visa, Visa electron, maestro, PayPal and Sage pay for purchases made through our Website. When you must pay depends on what Product you are buying:
- 17.4.1 For Goods, you must pay for the Products before we dispatch them, unless we agree otherwise with you in advance. We will not charge your credit or debit card until we dispatch the Products to you, except where the Products are specifically ordered from our suppliers to fulfil your Order. In this situation, full payment for the Products will be taken at the point you place the Order and the Products will be non-returnable and non-refundable, except where the Products do not conform to the Specification in any material respect, in which case the terms of clause 12 will apply, or where the Products are defective, in which case the terms of clause 15 will apply if you are a consumer, or clause 16 will apply if you are a business customer.
- 17.4.2 For Services, you may be required to make an advance payment of 25% of the price of the Services, before we start providing them to you. We will then invoice you either weekly in advance for short-term provision of Services over a period of no more than 4-weeks, or monthly, for long-term provision of Services over a period of more than 4-weeks, in advance until the Services are completed. Any requirement to make an advance payment will be notified to you in writing as part of the quotation, Order and/or Order acknowledge provided to you. You must pay each invoice within 30 calendar days after the date of the invoice, or as otherwise agreed in writing by us.
- 17.4.3 For Hire Goods, as per clause 9.1.2, we may require you to make an advance payment prior to commencement of the hire period. Any requirement to make an advance payment will be notified to you in writing as part of the quotation, Order and/or Order acknowledge provided to you.
- 17.4.4 Where we are supplying Hire Goods to you on a short-term basis with a Hire Period of no more than 4-weeks, we will invoice you on a weekly basis for the agreed Charges during the Hire Period. Where we are supplying Hire Goods to you on a long-term basis with a Hire Period of more than 4-weeks, we will invoice you on a monthly basis for the agreed Charges during the Hire Period. In either case you will be required to pay each invoice within 30 calendar days of the date the invoice is issued, or as otherwise agreed in writing by us.
17.5 We may require you to provide details of a valid credit or debit card on acceptance of the Order or prior to commencement of a Hire Period and, in providing such details, you agree that we may retain the card details and take payment from the credit or debit card for any outstanding sums due under the Contract at any time without prior notification to you.
17.6 Where Goods are delivered to you in instalments. If we agree to deliver Goods to you in two or more instalments, then:
- 17.6.1 each instalment must be paid for within 30 calendar days from the end of the month following delivery of that instalment, unless otherwise agreed in writing by us, and we will issue you with an invoice to cover each instalment; and
- 17.6.2 all payments must be made by the due date. Failure to make payment by the due date may result in future instalments and deliveries being cancelled and the contract being terminated.
17.7 Credit facility if you are a business. You may apply to open a credit facility with us. On making such an application, you must provide us with such information and credit references as we may deem necessary and we may make a search with a credit reference agency in relation to you. We reserve the right to use our absolute discretion when deciding whether to grant, refuse or discontinue any credit facilities, or to reduce or suspend any credit limit at any time.
17.8 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
17.9 We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
17.10 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us within 14 days of the date of the disputed invoice to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date
18.1 For the purposes of this clause 18 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
18.2 We will comply with applicable Bribery Laws and including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
- 18.2.1 all of our personnel;
- 18.2.2 all others associated with us; and
- 18.2.3 all of our subcontractors;
- involved in performing the Contract so comply.
18.3 Without limitation to clause 18.2 above, we will not make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on our behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on our behalf.
18.4 We will notify you as soon as we become aware of a breach of the requirements of this clause 18.
18.5 Where you are a business customer, you will be required to comply with all obligations in this clause 18, to the same extent as us at all times.
19.1 We undertake, warrant and represent the following:
- 19.1.1 neither we or any of our officers, employees, agents or subcontractors:
- (a) have committed an offence under the Modern Slavery Act 2015 (a MSA Offence);
- (b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
- (c) are aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
- 19.1.2 we will comply with the Modern Slavery Act 2015;
- 19.1.3 if required to, we will provide complete and accurate responses to any modern slavery and human trafficking due diligence questionnaire provided to us;
- 19.1.4 we will notify you immediately in writing if we become aware or have reason to believe that we, or any of our officers, employees, agents or subcontractors have breached or potentially breached any of our obligations under clause 19.1. Such notice will set out full details of the circumstances concerning the breach or potential breach of our obligations.
19.2 Any breach of this clause 19 by us will constitute a material breach of this Contract and will entitle you to immediately terminate this Contract pursuant to clause 11.2 above.
20.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
20.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Products as summarised at clause 15.1; and for defective Products under the Consumer Protection Act 1987
20.3 When we are liable for damage to your property. If we are providing Services in your property or delivering Goods or Impress Stock to your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.
20.4 We are not liable for business losses. If you are a consumer, we only supply the Products to you for domestic and private use. If you use the Products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 19.
20.5 Communication. We confirm the use of virus-scanning software and where we communicate with you via our website, by email or by any other electronic means, we accept no liability for any damage or loss suffered by you as a result of receiving such communications, except where such damage or loss stems directly from our negligent actions. You are responsible for virus-checking all emails and attachments received from us and to operate anti-virus software when using our website, any interactive Services provided by us and accessing any third-party websites via links contained on our Website. Please refer to our Terms of Website Use and Acceptable Use Policy for more information and guidance.
21.1 Nothing in these Terms shall limit or exclude our liability for:
- 21.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- 21.1.2 fraud or fraudulent misrepresentation;
- 21.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
- 21.1.4 defective products under the Consumer Protection Act 1987.
21.2 Except to the extent expressly stated in clause 16.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
21.3 Subject to clause 19.1:
- 21.3.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract between us; and
- 21.3.2 our total liability to you for all other losses arising under or in connection with any Contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid by you for Products and/or Services under the Contract.
23.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the Contract within 30 days of us telling you about it and we will refund you any payments you have made in advance for Products not provided.
23.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
23.3 Nobody else has any rights under this Contract (except someone you pass your guarantee on to). This Contract is between you and us. No other person shall have any rights to enforce any of its Terms.
23.4 If a court finds part of this Contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
23.5 Even if we delay in enforcing this Contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.
23.6 Which laws apply to this Contract and where you may bring legal proceedings if you are a consumer. These Terms are governed by English law and you can bring legal proceedings in respect of the Products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Products in either the Northern Irish or the English courts.
23.7 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to Centre for Effective Dispute Resolution (“CEDR”) via their website at www.cedr.com. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
23.8 Which laws apply to this Contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a Contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.