Terms and Conditions

Advisar Terms & Conditions

2019 version
1. RULING CONDITIONS

Any contract made with Advisar, a division of Masonite Corporation, (“the Company”) is subject to these Conditions which govern the Contract to the exclusion of any other terms, conditions or warranties whatsoever unless these Conditions have been excluded or varied by express written agreement made between the Company and the Customer.

2. PRICE

2.1 The price of the Goods shall be as stated in the Company’s Order confirmation.

2.2 The Company reserves the right, to increase the price of the Goods to reflect any increase in the costs to the Company which is due to (i) any factor beyond the control of the Company including but not limited to increases in the cost of raw materials or shipping cost; (ii) any request by the Customer to change the delivery location(s), quantities or types of Goods ordered or the Goods Specification; or(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods.

2.3 All prices are quoted as delivered to the job site or as stated in the purchase order acknowledgement.

2.4 All prices are exclusive of any applicable tax, which the Customer is liable to pay to the Company.

3. TERMS OF PAYMENT

3.1 Payment must be received at time of order in advance of production.

3.2 Accounts are opened subject to approval of references and at the sole discretion of the Company. The Company will make a search with a credit reference agency. The Company may also make enquiries about the Customer’s directors and or owners of the Customer’s business with a credit reference agency. The Company will monitor and record information relating to the Customer’s trade credit performance.

3.3 For Customers without accounts, unless otherwise agreed by the Company in writing, payment shall be made (without deduction, withholding or set-off) immediately on receipt of the Order confirmation. If, notwithstanding this Condition 3.3, any default, deduction or set-off is made in the payment of any one invoice these credit terms shall cease to apply and the Customer will become immediately liable for all sums outstanding.

3.4 For Customers with Company accounts, the Company shall be entitled to submit its invoice with its delivery advice note or at any time thereafter save that where delivery has been postponed at the request of, or by the default of, the Customer then the Company may submit its invoice at any time after the Goods are ready for delivery or would have been ready for delivery or would have been ready in the ordinary course but for the request or default as aforesaid.

3.5 These credit terms may be withdrawn or amended at the discretion of the Company at any time and without notice to the Customer.

3.6 Where Goods are delivered by installments the Company may invoice each installment separately in accordance with Conditions 3.3 and 3.4 above, and the Customer shall pay invoices in accordance with these Conditions.

3.7 No disputes arising under the Contract, nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer.

3.8 The time for payment of the Goods or any installment shall be of the essence. In the event of default in payment by the Customer the Company shall be entitled, without prejudice to any other right or remedy, to suspend all further deliveries on any Contract or contracts between the Company and the Customer without notice and the Company reserves the right to claim interest at a rate of 18% annualized or such lesser amount allowed by applicable law after as well as before judgment until payment in full is made.

3.9 Any credit terms extended by the Company shall cease on any change in the legal status of the Customer. Any change in the legal status of a Customer must be notified to the Company in writing signed by a Director or Officer. Credit terms will only be reinstated by the Company following such a change at the Company’s sole discretion and confirmed by the Company in writing signed by an authorized representative of the Company.

4. QUOTATIONS AND ORDERS

All quotations are made and all Orders are accepted subject to the following:

4.1 Quotations shall not constitute an offer and shall be valid for a maximum period of 24 hours from its date of issue and may be withdrawn by the Company within such period at any time.

4.2 The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. No Order shall be accepted until the Company has issued an acknowledgement of Order. This shall constitute acceptance by the Customer both of these Conditions and of the Contract price.

4.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

4.4 Where required by the Company, the Customer shall procure that a Personal Guarantee is provided.

5. CHANGES

5.1 If, after the date of the Contract and before the date of delivery of the Goods, changes are made in the design or specification of the Goods the Company may incorporate such changes in the Goods sold to the Customer provided that: (i) the performance and quality of the altered Goods are at least equal to those of the Goods Ordered; (ii) no price variation is made except with the Customer’s consent; and (c) delivery is not unreasonably delayed.

5.2 The Company shall not be obliged to make any alteration to the Goods Ordered whether arising by reason of the amendment of the regulations of a competent authority made subsequent to the date of Contract or otherwise.

6. DELIVERY

6.1 The Company shall ensure that each delivery of Goods is accompanied by a delivery note which shows the type and quantity of the Goods, special storage instructions (if any) and, if the Order is being delivered by installments, the outstanding balance of Goods remaining to be delivered. The Company shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”). Without prejudice to Condition 6.6 below, any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence. Provided, however, if the Goods are subject to the 5 business day Guaranty Promotion outlined in Paragraph 20 and are not delivered within 5 business days or such later date specified in the Order, the Customer will be entitled to a credit in the amount of 25% of the value of the actual Goods delivered “late” which may be applied toward future purchases made [within 60 days] of the receipt of the credit. Company reserves the right to modify the terms of this Promotion at any time.

6.2 The Company will endeavor to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. When delivery is postponed, otherwise than due to default by the Company, the Customer shall pay all costs and expenses, including a charge of 15% of the total value of the Order, for transportation and/or storage or restocking occasioned thereby and the Company shall be entitled to invoice the Goods in accordance with these Conditions.

6.3 Unless otherwise expressly agreed any packaging supplied by the Company is intended to be only sufficient to protect the Goods for all normal conditions of transit and for the normal period of transit only.

6.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the installments in accordance with these Conditions or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract as a whole as repudiated.

6.5 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Customer must sign for and inspect all Goods on delivery unless Customer specifically notifies Company in writing that it may leave the Goods at the premises unattended and unsigned for in accordance with paragraph 6.8.

6.6 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, the Customer's failure to provide the Company with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

6.7 If the Customer fails to take delivery of the Goods during the delivery window, the Company may resell or otherwise dispose of part or all of the Goods and, customer waives any claim to the payment already made.

6.8 When ordering online where the Customer confirms (by ticking the relevant box) that, notwithstanding the provisions of this Condition 6.8, it wishes the Company to deliver the Goods to a site that does not provide for Goods delivered to be signed for, the Company shall complete delivery by leaving the Goods at the site address provided by the Customer. If the Company leaves the Goods, it shall leave them in the first dry area at the premises. The ability to leave Goods without signature is not available if delivery is to a restricted access community, condominium or apartment building. In such premises, the Customer must make arrangements to allow Company easy access to the property and must take delivery from the truck. In the event that the Goods are not signed for (whether due to the premises nominated by the Customer, the unavailability of an authorized representative of the Customer or otherwise), the Customer acknowledges and accepts that the Company shall have no liability to the Customer (whether in contract tort, negligence or otherwise and howsoever arising) for any loss of or damage to such Goods and/or any costs, damages, losses or claims arising out of or in connection with its election to have the Goods delivered to such premises or the unavailability (or otherwise) of an authorized representative of the Customer to sign for the Goods and waives all claims related to an alleged incompleteness of the Order. If the Customer request that the Goods be delivered with no signature required, Company reserves the right not to deliver as specified if leaving the Goods might result in damage to the Goods such as inclement weather situations; provided, however, Company shall have no liability if it elects to leave the Goods if so directed by the Customer. If Company does not leave the Goods it shall notify Customer to arrange a new delivery date.

7. RISK AND TITLE

7.1 Risk shall pass to the Customer as follows: (i) if the Company delivers the Goods by its own transport, at the time when the Goods or a relevant part thereof are unloaded at the place of delivery or, if the Customer wrongfully fails to take delivery, at the time the Company tendered delivery of the Goods; or (ii) in all other circumstances at the time when the Goods or a consignment or other part thereof leaves the premises of the Company whether or not the Company arranges transport.

7.2 Title in the Goods or any part thereof shall not pass to the Customer until payment has been made in full and cleared funds received for: (i) the Goods, including any interest payable, and (ii) all other goods the subject of any other contract between the Company and the Customer in respect of which payment has become due.

7.3 Until title has passed to the Customer the Customer shall: (i) hold the Goods on a fiduciary basis as the Company’s bailee; (ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property; (iii) not remove not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery; (v) notify the Company immediately if it becomes subject to any of the events listed in Condition 14.1(d); and give the Company such information relating to the Goods as the Company may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 14.1 (d) or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.5 In the event of a sale of the Goods by the Customer in the ordinary course of its business to a third party the Customer shall assign to the Company in writing its rights to recover the selling price from the third party concerned if so required by the Company.

7.6 If the Goods are destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.

7.7 Any items loaned to the Customer by the Company (the “Loan”) will remain the property and title of the Company.

7.8 The Company may terminate the Loan at any time on written notice to the Customer. The Customer shall deliver up the item to the Company immediately on receipt of the above written notice.

7.9 The Loan shall immediately terminate in any event on the happening of the voluntary or compulsory liquidation of the Customer or the appointment of an administrator over the Customer or a receiver over any of the Customer’s assets or the Customer entering into a composition or arrangement with its creditors or the Customer ceasing to trade or altering its legal status or the Customer taking or suffering any similar or analogous action in any jurisdiction and in these circumstances the Customer shall deliver up the item pursuant to Condition 7.9 above.

7.10 To secure the payment and any other amounts due to Company under the terms of this Agreement, Customer hereby grants to Company (as Secured Party) a purchase money security interest (“PMSI”) in the Goods and the proceeds thereof until Customer fully pays for the Goods at which time Company agrees to immediately remove any security interest including any UCC-1 filing. Customer hereby gives Company the authorization to sign and file a financing statement (UCC-I Form) securing the interest of Company to the goods. To enforce Company’s security interest, Company shall have all of the rights and remedies available to a secured party under the Uniform Commercial Code and other applicable laws, including but not limited to the following rights: to enter premises where the Goods may be and take possession of same; to require Customer to assemble the Goods and make the same available at a place designated by Company to allow Company to take possession or dispose of the Goods; to retain the Goods in satisfaction of the obligations of Customer. Customer acknowledges that this is a commercial transaction arising out of the sales of goods for business purposes, and, upon Customer’s failure to pay, Company may seek an immediate writ of possession from a court of appropriate jurisdiction without prior notice or hearing. Customer hereby waives any and all rights which Customer may have to notice or hearing prior to seizure of the Goods following default in payment when due. Customer will pay all of Company’s fees and costs incurred pursuing payment including, without limitation, all lien costs, court costs and attorney’s or collection fees.

8. CARRIAGE

8.1 Unless otherwise specified by the Company in writing, prices quoted include delivery to the address specified on the purchase order acknowledgement and the Company will select the mode of transport at its sole discretion.

8.2 Customer will not be permitted to collect the goods from the company premise.

9. SHORTAGES

9.1 No liability will be accepted regarding claims or complaints as to shortages or transport damages unless notified to the Company within 24 hours of delivery and confirmed in writing within 5 days of delivery.

9.2 If shortages notified to the Company in accordance with Condition 9.1 above are found to be valid, the Company shall, at its sole discretion, supply the missing Goods or refund that part of the price for the Goods not supplied.

9.3 If Customer elects that the Goods be delivered without signature required, no liability will be accepted for any claims or complaints as to shortages or damage.

10. WARRANTIES

10.1 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. All warranties related to the Goods are specified in writing and posted on Company’s website.

10.2 If the Goods supplied by the Company are not in accordance with the written warranties, the Customer should notify the Company pursuant to the terms contained in the written warranty in writing. The Company may, within 15 days of receiving such notice inspect the Goods; the Customer, if so required by the Company, shall take all steps necessary to enable the Company to do so.

10.3 Where any valid claim in respect of a breach of warranty the Company shall be entitled at the Company’s sole discretion to: (i) repair or replace the Goods (or the part in question) free of charge; or, or (iii) refund to the Customer the price of the Goods (or a proportionate part of the price), and in each case, the Company shall have no further liability to the Customer.

10.4 All Goods returned to the Company pursuant to this Condition 10 and under the Replacement items and Credit on Returns policy shall be in accordance with Condition 19. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Company under Condition 10.3.

11. LIMITATIONS

11.1 No representation is made nor warranty given by the Company as to the suitability or fitness of the Goods for any particular purpose, and the Customer shall be responsible for ascertaining whether the Goods are suitable or fit for the Customer's purpose, and the Company shall be under no liability for any loss damage expense or liability incurred by the Customer or any third party as a result of the Goods not being suitable for a particular use.

11.2 Save as provided in this Condition 11 the Company's liability arising under or in connection with the Contract whether in contract, tort (including negligence), breach of statutory duty shall be limited to direct loss (whether in contract, tort (including negligence), or otherwise) the Company’s liability shall not exceed the price of the Goods.

11.3 The Company shall not liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, or otherwise, in respect of any loss of goodwill, loss of profit, loss of business or for any type of consequential, special or indirect loss or damage.

11.4 Nothing in these Conditions shall be deemed to exclude or restrict the Company's liability for fraud or fraudulent misrepresentation.

11.5 The Customer recognizes that the limitation of liability contained in this Condition is reasonable in that the prices quoted by the Company are dependent upon such limitation being incorporated in the Contract.

11.6 If the Company does not deliver during the 5 business day guaranty or the later agreed to date, the Company’s liability is limited to a credit issued to the Customer for use on future purchases amounting to 25% of the purchase price of the Good not delivered; provided, however, the Company reserves the right to cease its guaranty delivery program at any time.

11.7 Any suit against the Company by Customer must be brought within one (1) year of the original delivery date or the claim is waived by the Customer.

11.8 This Condition 11 shall survive termination of the Contract.

12. FORCE MAJEURE

12.1 If the Company is prevented (directly or indirectly) from making delivery of any Goods by reason of force majeure (as hereinafter defined) the Company shall be under no liability whatsoever to the Customer nor shall the Company be deemed to be in breach of the Contract by reason of any delay in performing or failure to perform any of its obligations in relation to the Goods, and the Company shall have the right at its absolute discretion to allocate such deliveries as it is able to make, between deliveries pursuant to the Contract, and deliveries pursuant to any other contract with any third party.

12.2 The following shall be regarded as an act of force majeure:- Act of God, explosion, flood, tempest, fire, accident, war, threat of war, sabotage, insurrection, civil disturbance, government requisition, acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind, on the part of any governmental, parliamentary, or local authority; import or export regulations, or embargoes, strikes, lock-outs, or other industrial actions, or trade disputes, shortages of raw materials, labor, fuel or parts of machinery, power failure, or breakdown in machinery, including tooling and die failure and any other cause whatsoever beyond the Company’s reasonable control.

13. INDEMNITY

13.1 The Customer shall indemnify the Company on demand against any costs, charges losses or expenses including legal fees which the Company may sustain or incur as a consequence of any failure by the Customer to promptly and properly perform its obligations under these Conditions or arising out of or resulting from Customer’s or its subcontractor’s conduct.

13.2 The Customer shall indemnify the Company against any damages, losses, costs, claims or expenses suffered or incurred by the Company in respect of: (i) any claim brought against the Company by any third party for any loss, injury or damage wholly or partly caused by the Goods; or (ii) any loss, injury or damage suffered as a result of a failure on the part of the Customer or any third party to use, handle or deal with the Goods in a safe and proper manner and in accordance with all applicable regulations and all procedures recommended by the Company.

13.3 Nothing in this Condition 13 will require the Customer to indemnify the Company against any liability to the extent that this arises as a result of the Company's own sole negligence.

14. TERMINATION

14.1 Without prejudice to its other rights and remedies, the Company may, terminate wholly or in part the Contract or any or every other contract with the Customer or to suspend any further deliveries under the Contract or any or every other such contract in any of the following events:

(a) if any debt due and payable by the Customer to the Company is unpaid;

(b) if the Customer has failed to take delivery of any Goods under the Contract, or any other contract as aforesaid otherwise than in accordance with the Customer's contractual rights;

(c) if the Customer commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach

(d) if the Customer (i) suspends, or threatens to suspend, payment of its debts or is unable or is deemed unable to pay its debts as they fall due or admits inability to pay its debts; (ii) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer; (iv) the Customer becomes subject to a bankruptcy petition or order; (v) a creditor of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (vi) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer(vii) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver; (viii) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (ix) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Condition 14.1(d); (x) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or (xi) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation; (xii) the Company reasonably believes that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

14.2 In addition to any right of lien that the Company may have, the Company shall in any of the events described in Condition 14.1(c) above have a general lien over all Goods sold and delivered by the Company to the Customer under the Contract or any other contract.

14.3 Any implied right to sell the Goods in the ordinary course of business shall terminate on the occurrence of any of the events listed in condition 14.1(c).

14.4 On termination of the Contract for any reason: (i) the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest; (ii) the Customer shall return all Company materials which have not been fully paid for. If the Customer fails to do so, the Company may enter the Customer's premises and take possession of them; (iii) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (iv) Conditions which expressly or by implication have effect after termination shall continue in full force and effect.

15. CANCELLATION OR CHANGE ORDER

15.1 The Customer may not cancel an order once placed. If the customer fails to accept delivery of the Goods they forfeit the right to any refund of the purchase price and Company is authorized to resell the Goods.

15.2 Any change order, at the request of Customer, will be in the Company’s sole discretion.

16. CONFIDENTIAL INFORMATION

16.1 All drawings documents and other information supplied by the Company under the Contract are supplied on the express understanding that copyright, design right or any other intellectual property rights is owned by the Company and that the Customer will not without the written consent of the Company either give away, loan, exhibit or sell any such drawings or extracts there from or copies thereof or use them in any way except in connection with the Goods in respect of which they are issued.

16.2 Customer shall keep strictly confidential the terms of this Contract and all information concerning the business and affairs of Company obtained from Company either pursuant to the Contract or prior to and in contemplation of the Contract, shall use the same exclusively for the purposes of the Contract, and shall disclose the same only to those of its directors, employees, professional advisers and sub-contractors to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.

16.3 The obligations of Condition 16.1 above shall survive the termination of the Contract but shall not apply to any information which:-
(a) the Customer can demonstrate was already in its possession and at its free disposal prior to receipt under the circumstances mentioned at Condition 16.1 above;
(b) is subsequently disclosed to Customer without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing party; or
(c) enters the public domain through no act or default of the recipient, its agents or employees.

16.4 The Customer shall procure that all its directors, employees, professional advisers and sub-contractors who have access to any information of the Company to which the obligations of Condition 16.2 apply (“Information”) shall be made aware of and subject to those obligations.

16.5 Nothing in this provision prevents Customer from disclosing confidential information to the government or Customer’s attorney’s, on a confidential basis, in order to report suspected criminal activity.

17. TRADE MARKS/DESIGN RIGHTS/PATENTS

The supply of Goods by the Company shall not confer any right upon the Customer to use any of the Company's trade marks (except in the re-sale of Goods in the packaging supplied by the Company), or any of the Company's intellectual property rights, and at all times such intellectual property rights, shall remain the absolute property of the Company.

18. DATA AND TECHNICAL INFORMATION

18.1 The Goods are described in the Company’s advertising sales and technical literature. Such information may be relied upon to be accurate in the exact circumstances in which it is expressed. Any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are based on experience and from trials under test conditions. Accordingly, the information contained in the Company's publications is provided for general guidance only and forms no part of the Contract unless expressly agreed in writing. Customers should use its own professional experience or obtain specific written recommendations and advice from the Company regarding the uses and attributes of the Company's products.

18.2 The Company may modify its designs at any time prior to any Order being accepted and may on notice in writing after accepting any Order make any changes to the Goods which are necessary to comply with any applicable law or safety requirement. If any product or component becomes obsolete at any time a product of equivalent specification will be supplied.

19. REPLACEMENTS ITEMS AND CREDIT ON RETURNS

19.1 If the Customer requires a replacement component that the Company holds in stock and has available for separate sale, the Company shall endeavor to dispatch the item (subject to credit clearance or advance payment).

19.2 If the Customer needs a replacement part that requires manufacturing (e.g. slab) the Company shall endeavor to deliver within its normal delivery guidelines (subject to receipt of advance payment or credit clearance).

19.3 The replacement will be identified with the original Company order reference. The Customer will receive an emailed or faxed returns note automatically when the issue is brought to the Company’s attention.

19.4 InIn order to complete the Replacement items and Credit on Return process the original part should be returned for inspection to the Company within 28 days of the fault being reported. Returns beyond 28 days cannot qualify for credit.

19.5 Returns are to be sent with the return note to Customer Services,.

19.6 If the returned item is too large to mail back to the Company or a high value item (i.e. a door slab), then the Company will offer the Customer a collection date within 10 business days of the Customer informing the Company that the item is available for pick up.

19.7 If the offered date is not convenient then the Company will seek to find a mutually convenient date within the 28 day timeframe.

19.8 The Company will confirm the credit status of a returned item within 5 business days of collection.

19.9 If the item does not qualify for credit the Company will not dispose of it for 5 business days, during which time the Customer can arrange a redelivery, at its cost.

19.10 The timescales and other conditions in this Condition 19 are indicative only and may be amended by the Company as is reasonably necessary.

19.11 The Company reserves the right to charge the Customer for any labor costs incurred in cleaning and/or repackaging any returned Goods.

20. PROMOTIONS

20.1 From time to time the Company may run promotions including loyalty schemes, free offers and price promotions. Separate terms and conditions may apply in relation to these and the Customer is advised to review these carefully in connection with each promotion.

20.2 Late Delivery Promotion: Where any Order is placed by the Customer online and such Order is for Goods which are part of the Company’s delivery in 5 business days (“5 Day Guaranty”) then, in addition to the Customer’s statutory rights and without prejudice to these Conditions, the provisions of this Condition 20.2 may apply. If the Company delivers any 5 Day Guarantee door late (“late” being after the delivery date set out in the Company’s acknowledgement of Order or any later date notified to the Customer or agreed between the parties in accordance with these Conditions and is not time specific) the Company shall issue a Credit (as defined below) to the Customer. A “Credit” shall consist of 25% of the sales price for only the “late” delivered Goods. All such credits will be valid for 60 days from the date of issue. All claims for a Credit under this Condition 20.2 must be notified to the Company via its website by the end of the next working day after delivery. The Credit provisions of this Condition 20.2 shall not be available where (i) the order in not placed online; (ii) the provisions of this Condition 6.6 have not been complied with; (iii) the Customer has opted for the Company’s “no signature on delivery” service as set out in Condition 6.8; (iv) where the Customer is in default of any payment obligations or account terms with the Company; (v) where the provisions of Condition 12 apply (force majeure); or (vi) where the cause of the “late” delivery was the result of inadequate or incorrect instructions from the Customer.

21. GENERAL

21.1 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of this or any other Contract.

21.2 If any of the provisions of 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, and the remainder of the provision in question, shall not be affected thereby.

21.3 The Customer shall not assign or transfer any of its rights benefits or obligations under the Contract (save with the prior written consent of the Company).

21.4 The Contract and any disputes or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects in accordance with Delaware Law, and the Customer irrevocably submits to the non-exclusive jurisdiction of the Delaware Courts.

21.5 Any notice required to be given hereunder shall be sent to the Company at its registered office, and to the Customer at the address shown on the Order or its registered office (at the Company's discretion). A notice shall be deemed to have been served, if by hand when delivered, if by facsimile when transmitted, and if by first class post 5 days after posting.

21.6 Each of the provisions contained in these Conditions shall be construed as separate and severable.

21.7 A person who is not a party to the contract has no rights under the Contracts to enforce any term of these Conditions.

21.8 The Customer will be responsible for reimbursing the Company for any legal, collection or other costs and interest incurred as a result of any breach of these Conditions by the Customer.