WATERSIDE LEISURE UK LIMITED

(“Seller”)

INTERNET TERMS AND CONDITIONS OF SALE OF GOODS

AND SUPPLY OF SERVICES

1.                     Interpretation

1.1                 In these Conditions the following words and expressions shall have the following meanings unless the context otherwise requires:

1.2                 In these Conditions (unless the context otherwise requires):

1.2.1                  references to any statute or statutory provision include, unless the context otherwise requires a reference to the statute or statutory provision as modified or re-enacted and in force from to time to time;

1.2.2                  any reference to a Condition, the Contract Details or the Services Schedule is to the relevant condition, or schedule of these Conditions and any reference to a sub-Condition or paragraph is to the relevant sub-Condition or paragraph of the Condition or schedule in which it appears;

1.2.3                  the headings to Conditions, the Contract Details or the Services Schedule do not affect the interpretation of these Conditions or its Services Schedules;

1.2.4                  words in the singular include the plural and words in the plural include the singular;

1.2.5                  use of any gender includes the other genders; and

1.2.6                  any phrase introduced by the term “include”, “including”, “in particular” or any similar expression is to be interpreted as illustrative and does not limit the words before the phrase.

2.                     Basis of Sale

2.1                 These Conditions shall apply to the sale by the Seller of all Goods and/or Services purchased by the Buyer and these Conditions shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by the Buyer.

2.2                 Any Quotation submitted to the Buyer will not constitute an offer and shall remain valid for 28 days from the date of issue.

2.3                 Each order or acceptance of a Quotation for the supply of Goods and/or Services by the Buyer shall be deemed an offer by the Buyer to purchase the Goods and/or Services subject to these Conditions.  [The Contract shall be made when the Seller issues the Buyer with an Order Acknowledgement and not before. OR [The Seller shall issue the Buyer with an Order Acknowledgement by [e-mail/on the Website] without undue delay following order placement however the Contract will be made only when the Seller issues an Order Confirmation [by e-mail/post] and not before].

3.                     Safety

3.1                 Any Goods supplied by the Seller must be handled correctly by the Buyer. Some Goods can constitute a health hazard if handled, stored or used incorrectly and the Buyer must ensure that all appropriate safety precautions are taken and that it is aware of and complies with all instructions provided by the Seller in respect of the Goods, including but not limited to instructions relating to installation, usage, storage and maintenance of the Goods.

4.                     Orders and Specifications

4.1                 The Buyer shall be under a duty to provide the Seller with all the relevant information as requested by the Seller form time to time or which is necessary to enable the Seller to perform the Contract.

4.2                 The Seller reserves the right to make any changes to the Goods:

4.2.1                  which are required so that the Goods conform with any applicable statutory or EU requirement; or

4.2.2                  where such changes to the Goods do not materially affect the quality or performance of the Goods.

4.3                 No order which has been accepted by the Seller may be cancelled except in accordance with Condition 7.4 or Condition 11 or with the written agreement of both parties and on the terms that the party requesting the cancellation shall indemnify the other in full against all loss (including but without limitation loss of profit), costs (including but without limitation the cost of all labour and materials used), damages, charges and expenses reasonably incurred as a result of cancellation.

4.4                 If the Buyer wishes to cancel an order following delivery of the Goods and the Seller agrees to the cancellation in Writing the Buyer must return the Goods to the Seller’s place of business at its own expense.  If the Seller collects the Goods it will be entitled to deduct the reasonable costs of collection from any refund due to the Buyer.

4.5                 If the Buyer cancels an order, other than in accordance with Condition 11, unless the Seller is in breach of these Conditions the Seller may retain any money it has received from the Buyer to the extent required to cover the Seller’s losses reasonably incurred as a result of the cancellation. The Seller shall refund any of the Buyer’s money in excess of its reasonable losses to the Buyer.

4.6               The Buyer will not be permitted to cancel an order for any Goods which have been  personalised or made to the Buyer’s specification.

5.                     Price

5.1                 The Price for Goods and/or Services will be as specified on the Website at the time the Buyer places the order.

5.2                 All Prices quoted are inclusive of VAT or any other sales tax which will be charged at the rate in force at the time of despatch unless stated otherwise.

5.3                 Unless clearly stated otherwise, The Price shall be exclusive of the cost of delivery to the Buyer’s premises and estimated delivery costs are displayed on the Website.

5.4                 In the event that the Seller discovers an error in the price of the Goods and/or Services ordered by the Buyer, the Seller shall notify the Buyer as soon as possible and provide the Buyer with the option of either reconfirming the order at the correct price or cancelling the order.  If the Seller is unable to contact the Buyer within [7] days the order shall be cancelled and any payment made for the Goods shall be refunded in full.

6.                     Payment Terms

6.1                 The Buyer shall be required to provide its irrevocable authority for the Seller to debit payment for the price of the Goods and/or Services from the Buyer’s debit or credit card (in accordance with the payment methods detailed on the “How to Use our Websites” webpage).  The Seller will process the payment as soon as possible.

6.2                 The Seller shall be entitled to invoice the Buyer for any Additional Charges as and when the Additional Charges arise.

6.3                 The Buyer shall make payment for the Price and where applicable any Additional Charges in sterling, unless agreed otherwise in Writing. Any payment received by the Seller in any other currency will not be deemed to be payment for the Goods and/or Services in question. Payment will not be deemed payment for the Goods and/or Services in question unless and until it is received in full and in cleared funds.

6.4                 The Buyer shall pay each invoice from the Seller immediately following receipt of the invoice.

6.5                 If the Buyer fails to pay in full any undisputed invoice from the Seller by the due date for payment without prejudice to any other right or remedy the Seller may have:

6.5.1                  all invoices issued by the Seller in respect of any Goods and/or Services sold or supplied and any Additional Charges under any other contract which may exist between the parties shall immediately fall due for payment;

6.5.2                  the Seller shall be entitled (without prejudice to any other right or remedy it may have) to:

6.5.2.1                    cancel or suspend any further deliveries to the Buyer under any order;

6.5.2.2                    sell or otherwise dispose of any Goods which are the subject of any order by the Buyer apply the proceeds of sale to the overdue payment; and

6.5.2.3                    charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above the minimum lending rate of Barclays Bank PLC.

6.6                 Unless otherwise agreed in Writing by the Seller, all queries from the Buyer regarding any invoice must be received prior to the required payment date in Condition 6.4.

7.                     Delivery

7.1                 The Seller shall deliver the Goods to the delivery address, in the United Kingdom stipulated in the Buyer’s order or otherwise agreed in writing.

7.2                 The Seller will, unless otherwise agreed by the parties in Writing, use its reasonable endeavours to deliver the Goods to the Buyer’s Premises in which case delivery shall take place once the Goods have been unloaded.

7.3                 The Seller shall use its reasonable endeavours to deliver the Goods within the estimated delivery time displayed on the Website and stated in the Order Confirmation.

7.3.1                  and the Seller will notify the Buyer (by a valid email) once the Goods have been dispatched.

7.4                 The Seller shall not be held responsible for delays in delivery caused by circumstances beyond its reasonable control, such as those circumstances in Condition 12.12. If delivery is delayed in any circumstances the Seller shall contact the Buyer to arrange an alternative date for delivery. If delivery is delayed for more than 30 days the Buyer shall be entitled to cancel the order and to recover its reasonable losses from the Seller under Condition 4.3.

7.5                 The Buyer must notify the Seller at the time of the Contract if it wishes to delay delivery of the Goods and the Seller reserves the right to charge the Buyer for the reasonable costs of storage.

7.6                 In the event that the Buyer does not take delivery of the Goods (otherwise than by reason of the Seller’s fault) or in the event that the Buyer fails to give the Seller adequate instructions for delivery, or provide all documents licences or authorisations as may be required for delivery to take place then, without prejudice to any other right or remedy available to the Seller whether under the Contract or otherwise:

7.6.1                  the Goods shall be deemed to have been delivered;

7.6.2                  the Seller may store the Goods until delivery whereupon the Buyer shall be liable for all related costs and expenses reasonably incurred (including but without limitation storage and insurance); 

7.6.3                  the Seller may sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the Price payable under the Contract and the price obtained in the sale; and

7.6.4                  the Buyer shall be charged for the wasted time at the Seller’s standard hourly rate and any other expenses incurred by the Seller on  delivery and in respect of each repeat delivery where the Seller or Seller’s carrier leaves the delivery point and subsequently returns to the delivery point with the Goods.

7.7                 Upon delivery the Buyer will sign a delivery note which will be conclusive evidence that delivery of the Goods has been made.  All persons present at the delivery address shall be deemed to have authority to sign the Seller’s delivery note.

7.8                 The Seller shall have the right to deliver any Goods ordered in instalments.

7.9                 The Buyer shall solely be responsible for ensuring that the Buyer’s Premises are adequate to accept delivery of the Goods as detailed in the Contract Details and/or the Services Schedule and the Seller reserves the right to refuse delivery of the Goods if upon arrival such the Buyer’s Premises are not adequate and /or suitable for delivery.  

7.10             If the Buyer’s Premises do not meet the requirements of the Contract Details and/or the Services Schedule on delivery of the Goods and/or commencement of the Services, then the provisions of Condition 7.6 shall apply. 

7.11             If the Goods are to be installed on any floor of the Buyer’s Premises other than the ground floor, and unless otherwise agreed by the parties in Writing, the Buyer will prior to delivery of the Goods and/or the commencement of the Services if later:

7.11.1              make all arrangements for relocating the Goods from the ground floor to the other floor, such arrangements including but not limited to, arranging for all necessary machinery to assist the relocation (“Relocation”);

7.11.2              bear responsibility for all costs arising from the Relocation; and

7.11.3              ensure that the Goods are insured against all risks associated with the Relocation.

8.                     Services

8.1                 Unless the parties agree otherwise in Writing the Services will commence on  delivery of the Goods or as specified in the Contract Details.

8.2                 The Seller reserves the right to charge the Buyer for all labour at the Seller’s standard hourly rate and additional costs reasonably incurred as a direct result of:

8.2.1                  unforeseen works not included in the Quotation or the Contract Details including, but not limited to, moving, diverting, repairing or altering underground pipes, hidden obstacles or unforeseen parts or equipment;

8.2.2                  any variation to the works outlined in the Quotation or the Contract Details on the request of the Buyer after the time of order placement; and/or

8.2.3                  any failure on the part of the Buyer to provide readily accessible utilities for the performance of the Services as agreed in the Quotation or the Contract Details including, but not limited to the provision of a water supply.

8.3                 The Buyer must not attempt to use the Goods until the Services have been completed and both parties have signed and dated a completion note certifying that the Services have been completed.

8.4                 The Buyer shall ensure that it is in attendance on delivery of the Goods and on all such other days as the parties agree necessary for the purpose of overseeing the Services.

9.                     Risk

9.1                 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery in accordance with Condition 7.

10.                 Title

10.1             Title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price and any Additional Charges including any applicable interest.

11.                 Cancellation

11.1             The Buyer shall have a period of 7 Working Days (“cooling off period”) commencing on the day after the Contract was concluded during which it may cancel the Contract insofar as it relates to Services unless the Services commence earlier in which case the cooling off period shall end on commencement of the Services.

11.2             The Buyer shall have a cooling off period of 7 Working Days commencing on the day after the date of delivery of the Goods during which it may cancel the Contract insofar as it relates to Goods.

11.3             The Buyer may cancel its order under Conditions 11.1 or 11.2 by writing to Waterside Leisure, 3 Hayhill, Barrow upon Soar, Loughborough, Leicestershire, LE12 8LD and in the case of orders for Goods by returning the Goods to the Supplier.

11.4             The following Conditions apply when the Buyer cancels the Contract during the cooling off period:

11.4.1              the Seller shall refund payment of the price of the Goods and/or Services and any Additional Charges in full directly to the credit or debit card or account used for payment as soon as possible and in any event within 30 days of receipt of the Buyer’s written notice in accordance with this Condition 11; and

11.4.1              the Buyer shall be responsible for the costs of returning the Goods, failure to return the Goods or to return the Goods at the Seller’s cost shall enable the Seller to charge the Buyer for the direct costs associated with the recovery.

11.5             The Buyer shall not be entitled to cancel the Contract in accordance with this Condition 11 where the Goods are:

11.5.1              Personalised or made to the Buyer’s specification;

11.5.2              items which have been unsealed by the Buyer; or

11.5.3              chemicals.

12.                 Warranties and Liability

12.1             The Seller is not the manufacturer of the Goods and any warranty or guarantee provided will remain with the Buyer.

12.2     Subject to the Conditions set out below the Seller warrants that the Goods excluding consumable items (as listed in the Warranty Document) will be free from material defects in manufacture for a period of 1 year from the Delivery Date.

12.3             The warranty in Condition 12.2 does not apply where: 

12.3.1       the Goods are or have been connected to an electrical supply, which does not meet current electrical standards and/or the Buyer is unable to produce a genuine certificate of electrical installation on or before the date of installation issued by a person qualified to issue such a certificate;  

12.3.2              the Goods are sold as refurbished and are documented as such in the Contract Details;

12.3.3              the Additional Charges have not been paid for by the due date for payment in accordance with Condition 6.4; or

12.3.4              the fault  is caused by:

12.3.4.1                exposure to severe weather conditions including, but not limited to, hurricanes and flooding; or

12.3.4.2                installation by the Buyer or any party other than the Seller (unless such third party is acting as agent or authorised representative of the Seller).

12.4             The Seller shall not be liable for a breach of the warranty in Condition 12.2 unless:

12.4.1              the Buyer notifies the Seller of the defect immediately on discovery and in any event within 28 days from discovery of the defect or fault unless a longer time period is agreed in Writing by the Seller; and

12.4.2              the Seller is given a reasonable opportunity to examine the Goods and the Buyer complies with any request from the Seller to return Goods to the Seller’s place of business at the Buyer’s cost for the examination to take place there.

12.5             The Seller shall not be liable for breach of warranty under this Condition 12 if:

12.5.1              the Buyer makes further use of the Goods after giving notice under 12.4.1; or

12.5.2              in the Seller’s opinion the defect arises because the Buyer has failed to follow the Seller’s or manufacturer’s instructions (whether oral or in Writing) as to the storage, installation, commissioning, proper use and maintenance of the Goods or (if there are none) good trade practice; or

12.5.3              the Buyer alters, repairs, or tampers with the Goods without the written consent of the Seller including, but not limited to, making any alteration to the specification or layout of the Goods. 

12.6             Where any valid claim in respect of the Goods is made by the Buyer the Seller shall be entitled at its option to:

12.6.1              replace, or repair or correct the Goods (or the part in question) found not to conform to warranty at the Seller’s cost; or

12.6.2              at the Seller’s sole discretion, refund to the Buyer the Price (or a proportionate part of the Price) of the relevant part of the Goods found not to conform to warranty.

12.7             Where the Seller deems that the Buyer’s claim does not constitute one which fails under the warranty provided under Conditions 12.1 or 12.2 then the Seller shall be entitled to charge the Buyer for the costs of any repairs or replacement and reserves the right to charge the Buyer for the reasonable travelling and labour costs incurred inspecting, replacing, repairing or correcting Goods. 

12.8             The Buyer may not transfer the warranty provided in Conditions 12.1 or 12.2 without the Seller’s written consent.

12.9             Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the negligence of the Seller or any liability which may not otherwise be limited or excluded under applicable law.

12.10         Subject to Condition 12.9 and other than as expressly provided in these Conditions any indemnities, warranties terms and conditions (express or implied) are excluded to the fullest extent permitted under applicable law.

12.11         Subject to Condition 12.9 above, the Seller shall not be liable for any losses under the Contract  which

12.11.1          were not foreseeable to the Buyer and Seller at the time when the Contract was made;

12.11.2          relate to any business of the Buyer; and/or

12.11.3          were not caused by any breach of these Conditions by the Seller, its agents or employees.  

12.12         The Seller shall not be liable to the Buyer nor be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Seller's  obligations in relation to the Contract, if the delay or failure was due to any cause beyond the Seller's reasonable control such as (but without limitation) any strike, lock-out or other form of industrial action, reduction in or unavailability of power at the Seller’s works or those of the Seller’s suppliers, breakdown of manufacturing or other equipment and unavailability of raw materials.

12.13         This Condition 12 does not affect the statutory rights of the Buyer as a consumer.

13.                 Buyer’s Warranties

13.1             The Buyer warrants that it shall not remove or modify any constituent parts of the Goods including but without limitation, any safety devices on the Goods without the Seller’s prior approval in Writing.

13.2             The Buyer warrants that the base area for the installation for the Goods and the immediately surrounding area shall be flat, smooth and freely accessible and otherwise is in accordance with the requirements of the Service Schedule.

13.3             The Buyer warrants that it has complied with the requirements of the Service Schedule.

13.4             The Buyer warrants that the load bearing capacities of any decking, floor, wall, ceiling or other structure on which the Goods are to stand shall be adequate for the purposes of the Goods and shall be in a suitable state of repair and condition for the Services to be performed safely and the Seller shall have no responsibility or liability in relation thereto.

13.5             The Buyer warrants that the Buyer’s Premises and all equipment provided by the Buyer and employed on it shall comply with all appropriate statutory and regulatory requirements including all applicable building regulations, fire regulations, health and safety legislation, codes of practice and  any statutory or regulatory requirements.

14.                 Insolvency of Buyer

14.1             This Condition applies in respect of the Buyer if:

14.1.1              the Buyer makes any voluntary arrangement with its creditors or becomes bankrupt;

14.1.2              an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or

14.1.1              the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

14.2             This Condition applies in respect of the Seller if:

14.2.1              the Seller makes any voluntary arrangement with its creditors, becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);

14.2.1              an encumbrancer takes possession or a receiver is appointed, or any of the property or assets of the Seller; or

14.2.2              the Seller ceases, or threatens to cease, to carry on business; or

14.2.3              the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Buyer accordingly.

14.3             If this Condition applies then, without prejudice to any other right or remedy available the Seller or the Buyer, as applicable, shall be entitled to cancel the Contract and:

14.3.1              where this Condition operates in favour of the Seller, the Seller will also be entitled to suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods and/or Services have been delivered and/or performed but not paid for, all of the Seller’s outstanding invoices to the Buyer become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; and

14.3.2              where this Condition operates in favour of the Buyer, the Buyer will also be able to refuse further deliveries of Goods and/or performance of Services under the Contract without any liability to the Seller, notwithstanding Condition 7.6.

15.                 General

15.1             Any notice other than an Order Acknowledgement required or permitted to be given by the Seller to the Buyer under these Conditions shall be in Writing addressed to the Buyer’s Premises or such other address as may at the relevant time have been notified in Writing to the Seller.  

15.2             Any notice required or permitted to be given by the Buyer to the Seller under these Conditions shall be in Writing addressed to the Seller’s registered office or principal place of business or such other address as may at the relevant time have been notified in Writing to the Buyer.

15.3             Notices served under these Conditions shall be deemed served as follows:

15.3.1              in the case of notices to cancel the Contract under Condition 11 sent by e-mail, facsimile, post or delivered personally on the day on which the notice is sent or left; or

15.3.2              in the case of all other notices on the next day following posting provided that this falls on a Working Day where the recipient’s address is in Great Britain, or on the seventh Working Day following posting where the recipient’s address is outside of Great Britain. Any notice delivered personally, shall be deemed served at the time of personal delivery, provided the same occurs on a Working Day. Any notice sent by facsimile or e-mail shall be deemed served at the time of transmission provided that this occurs on a Working Day and a confirmatory copy of the fax or e-mail is sent by post within 24 hours of transmission.

15.4             If any provision in these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions shall remain in full force and effect.

15.5             No delay or failure by either party to exercise any powers, rights or remedies under these Conditions will operate as a waiver of them and to be effective any waiver must be in Writing and signed by an authorised representative of the waiving party.

15.6             Each right or remedy under the Conditions is without prejudice to any other right or remedy under the Conditions or otherwise.

15.7             A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

15.8             The Contract shall be governed by the laws of England and the relevant courts of the England will have exclusive jurisdiction over any court proceedings arising in relation to it.