(a) In these Conditions: "Customer" means the Customer indicated on the Order; “Consumer” means a customer purchasing Products for personal use at a domestic premises; “Contract” means any contract between Customer and Orion Trade Supplies for the sale and purchase of Products incorporating these Conditions; “Fire Protection Products” means Products intended to help protect against fire; “Price” means the price of the Products as may be amended at any time before a Contract is formed; “Products” means the products shown on the Order to be supplied by Orion Trade Supplies; “Order” means an order for Products submitted to Orion Trade Supplies either online through the Site, or (ii) by email, fax or telephone; " Orion Trade Supplies", “we”, “us” means Orion Trade Supplies Ltd a company incorporated under the laws of England with company number 9332448 whose registered office is at The Old Barn, Wood Street,Swanley,BR8 7PA, trading as Orion Trade Supplies; “Product Data Sheet” means all documents issued by a manufacturer containing details of the safe supply, handling and use of a Product, including but not limited to technical data sheets safety data sheet and application guides; “Site” means the Orion Trade Supplies website; and “Trader” means a Customer who is not a Consumer.
(b) These Conditions supersede all prior representations or arrangements, and contain the entire agreement between the parties in connection with the Products. All other terms and conditions are excluded, including any that Customer may purport to apply; any implied by law, previous course of trading and/or trade custom.
(c) None of Orion Trade Supplies’ employees or agents has authority to modify or supplement these Conditions.
(d) Words in the singular include the plural and in the plural include the singular.
(e) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
- NOTICE TO CONSUMERS
Most Products are intended for commercial use only and require a good knowledge and understanding of specialised products and how to apply them. Consumers may submit an Order for Products, but in doing so; Consumers expressly acknowledge and agree that:
(a) certain Products cannot be returned for reasons of being unusable or resellable condition
(b) certain Products cannot be returned for reasons of health protection;
(c) certain Products cannot be returned by Royal Mail or may only be returned by Royal Mail subject to certain packaging requirements; and
(d) most Products are for professional use only as determined by the manufacturer of the Product and as indicated in the Product Data Sheet. If you order a Product described as professional use only, you shall be liable to us for any costs, claims, damages, liabilities, penalties and/or fines we incur as a result.
- ORDER PROCESS
(a) All Orders, however placed, are subject to these Conditions.
(b) Customer or Customer’s representative may only place an Order if they are at least 18 years old and the delivery address is in the United Kingdom. At our request, you shall provide evidence of your age.
(c) For all Orders placed by telephone, website or email, we shall promptly send Customer a written Order. Customer shall carefully check the Order to ensure that the Products set out on the Order accurately reflect Customer’s requirements. If there are, any changes required to the Order, Customer shall notify Orion Trade Supplies by email within 1 hour of receipt of the Order, and Orion Trade Supplies shall amend the Order accordingly, which may for the avoidance of doubt include an amendment to the Price. If Customer does not notify Orion Trade Supplies of any change to the Order within 1 hour of receipt, then Customer shall be deemed to have accepted the terms of the Order and these Conditions.
(d) Unless otherwise agreed in writing by Orion Trade Supplies, and subject to Condition 2(a), a legally binding Contract between Customer and Orion Trade Supplies shall come into existence only if (i) Orion Trade Supplies receives the full fee or the first instalment of the fee if we agree to payment by instalment; and/or (ii) Orion Trade Supplies delivers the Products.
(e) When a legally binding Contract has come into existence, we acknowledge that we are under a legal duty to supply the Products in conformity with these Conditions.
(f) Traders are responsible for all Orders placed by their employees. Traders may not withhold or set off any payment due to us against any amount due to the Trader.
- DESCRIPTION OF THE PRODUCTS AND PRODUCT DATA SHEETS
(a) Customer agrees that before placing an Order, Customer has read and understood the most up to date Product Data Sheet for the Product. Where we have access to the Product Data Sheet from the manufacturer, we will either provide a copy on request, or include a link to the Product Data Sheet available on the manufacturer’s website.
(b) All Products are subject to availability. We will notify Customer if all or part of an Order is temporary out of stock, and Customer can either cancel the Products that are out of stock and we shall refund Customer accordingly, or Customer can select alternative Products, subject to any appropriate adjustment to the Fee or customer will choose to keep it on the backorder.
- DELIVERY AND COLLECTION
(a) Delivery or collection dates and timescales (if any) set out in an Order or otherwise requested by Customer or given by Orion Trade Supplies are given or accepted by Orion Trade Supplies in good faith but are not guaranteed. However, Customer shall promptly notify Orion Trade Supplies if it has not received or collected all of the Products that are subject to the Order by the stated delivery date. If Customer is a Consumer, we shall deliver the Products or make the Produce available for collection within 30 days of the Contract.
(b) Delivery shall be made to the delivery address set out in the Order, and collection shall be made at Orion Trade Supplies’ shop/warehouse at Unit 4, Astbury Business estate, Station Passage, London, SE15 2JR. A valid signature may be required on delivery or collection.
(c) Customer shall take delivery of the Products and delivery shall be effective when the Products are unloaded at the delivery address. If we are unable to make a delivery as a result of Customer’s act or omission, we reserve the right to cancel the Order, refund the Price paid, less a reasonable amount for additional delivery costs and all storage costs and any other costs incurred by Orion Trade Supplies as a result of Customer's failure to take delivery of the Products.
(d) If Customer has notified Orion Trade Supplies that it intends to collect the Products, Customer shall collect the Products within 3 days of a notice to do so. If the Customer does not collect the Products within such 3-day period, we reserve the right to cancel the Order, refund the Price paid, less a reasonable amount for all storage costs and any other costs incurred by Orion Trade Supplies as a result of Customer's failure to collect the Products.
(e) Orion Trade Supplies may deliver the Products or make the Products available for collection by instalments.
(a) Prices are exclusive of VAT.
(b) For telephone and email Orders, all sums due to Orion Trade Supplies shall be paid to the account stated on the Order or as contract credit agreement by BACS or cheque.
(c) For online Orders, we accept payment by most major credit and debit cards and by PayPal.
(d) The full amount of the Price and all delivery costs for an Order is due in advance of delivery or collection as the case may be unless otherwise agreed by Orion Trade Supplies.
(e) If Customer fails to pay any sum by the due date, in addition to the rights and remedies set out in these Conditions, Orion Trade Supplies shall be entitled to;
(i) suspend delivery or collection as the case may be of the Products until payment is made;
(ii) claim costs and interest under the Late Payment of Commercial Debts (Interest) Act 1998;
(iii) terminate the Contract.
(a) Orion Trade Supplies shall be entitled to issue an invoice for the Price any time prior to, on, or at any time after actual or deemed delivery. Payment shall be made by the Customer on or before the due date, notwithstanding the fact that delivery may not have taken place and/or title in the Goods may not have passed to the Customer. Receipts for payment shall only be issued if requested in Writing by the Customer. Any query or dispute in relation to an invoice must be submitted by the Customer in Writing, with appropriate details, within 7 days of the invoice date.
(b) For Account Customers within their credit limit, each invoice generated by Orion Trade Supplies may be added to the Customer’s Account as part of the online order process (at the Customer’s option), in which case it shall, unless other Account payment terms have been agreed in writing by Orion Trade Supplies, be paid by the end of the calendar month following the date of the invoice. For Customers without an Account or with an Account that has reached its credit limit, or for Account Customers that have not opted to add the Order to its Account, the Price shall be paid at the time of the Order. Time for payment shall be of the essence.
(c) Orion Trade Supplies reserves the right, in its absolute discretion, to cancel the Account.
(d) Orion Trade Supplies reserves the right to suspend the Account if the credit limit is reached, or it decides, for whatever reason, that it requires security from the Customer, other than that already provided (if any), for the performance and discharge of the Customer’s obligations under any Contract or for any other reason it considers reasonable. The Customer agrees to use its best endeavours to ensure that any additional security required by Orion Trade Supplies (including, but not limited to, a third party providing a guarantee) is provided. Orion Trade Supplies may decide to reinstate the Account if the Customer provides the security required or meets any other conditions required to be satisfied by Orion Trade Supplies.
(e) If Orion Trade Supplies exercises its right to cancel or suspend the Account, in accordance with Conditions 7. (c) and 7. (d) respectively, all sums owed to Orion Trade Supplies by the Customer at the date of cancellation or suspension shall be immediately due and payable, unless agreed otherwise by Orion Trade Supplies, and Orion Trade Supplies may continue trading with the Customer on the basis set out in Condition 7. (b) for Customers without an Account.
(f) No payment shall be deemed to have been received until Orion Trade Supplies has received cash or cleared funds and all sums payable to Orion Trade Supplies under a Contract shall become due immediately on its termination, howsoever arising. All payments shall be made to Orion Trade Supplies as indicated on the Order Acknowledgement and/or invoice (the latter of which shall prevail) issued by Orion Trade Supplies.
(g) The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Orion Trade Supplies to the Customer.
(h) Without prejudice to any of its other remedies, if any amount due from the Customer is not paid in accordance with the Contract Orion Trade Supplies may do all or any of the following:
(i) treat any or all Contracts as repudiated by the Customer;
(ii) without notice suspend or cancel delivery of the Goods under the Contract, and any other Contract, until the Customer pays the outstanding amount(s) in full;
(iii) appropriate any payment made by the Customer under any other Contract with Orion Trade Supplies to pay for any outstanding amounts as Orion Trade Supplies may, in its sole discretion, think fit;
(iv) charge interest at the annual rate of 8% above the base rate of Bank of England (a part of a month being treated as a full month for the purpose of calculating interest);
(v) claim interest and/or compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended);
(vi) invoice the Customer for any and all costs incurred by Orion Trade Supplies recovering monies owed (including, without limitation, legal costs on an indemnity basis)
(a) Unless agreed otherwise in writing by Orion Trade Supplies, or as may be set out in Orion Trade Supplies’ Return Policy (10), the Customer is not entitled to cancel the Contract. If the Customer cancels the Contract (with or without Orion Trade Supplies’ consent/agreement) the Customer shall be liable to pay the Price and any other amounts due to Orion Trade Supplies under the Contract in full (less any delivery and/or other charges if such are not applicable) unless agreed otherwise in writing by Orion Trade Supplies.
(b) Any amounts payable by the Customer under Condition 8(a) shall, if not already invoiced by Orion Trade Supplies, be invoiced by Orion Trade Supplies within 14 days of the cancellation date and shall, unless directed otherwise by Orion Trade Supplies, be payable by the Customer in accordance with Condition 7.
9. DEFECTIVE OR MISSING PRODUCTS
(a) If Customer is a Consumer, Orion Trade Supplies warrants that the Products are of satisfactory quality and fit for purpose. If Customer is a Trader, Orion Trade Supplies shall use reasonable endeavours to ensure that the Products are of a satisfactory quality and fit for purpose.
(b) Customer shall inspect the Products immediately on receipt. Unless Customer is a Consumer, Customer shall be deemed to have accepted the Products as being in conformity with the Contract unless written notice of rejection on the basis of non-conformity with the Contract is received in writing by Orion Trade Supplies within 24 hours days of the date of delivery or collection as the case may be, or (where the defect was not apparent on reasonable inspection) within 7 days after discovery of the defect. If Customer is a Consumer, Orion Trade Supplies requests that Customer notifies Orion Trade Supplies promptly in respect of any defect in a Product or missing Products.
(c) If, after a valid notice of rejection has been given to Orion Trade Supplies in accordance with these Conditions, the conduct of Customer is inconsistent with such rejection, including where Customer has used the Product, Customer shall be deemed to have accepted them.
(d) If it is shown to Orion Trade Supplies’ reasonable satisfaction that a Product is defective or missing, Orion Trade Supplies will either refund the purchase price or replace the Product within a reasonable time, free of charge. IF CUSTOMER IS A TRADER, SUCH REFUND OR REPLACEMENT SHALL BE ORION TRADE SUPPLIES’ SOLE LIABILITY IN RELATION TO ANY DEFECT. Replacement Products are covered by these Conditions. Products which are alleged not to comply with the Contract shall as far as possible be preserved for inspection by Orion Trade Supplies and where the Orion Trade Supplies agrees to replace the Products, the defective Product shall be made available for collection by Orion Trade Supplies or its nominated carrier.
(e) Orion Trade Supplies does not provide warranty for the supply of White Goods. End user have to register product over the phone or website with the manufacturer for up to three-year warranty. Orion Trade Supplies can only replace or exchange faulty or damaged on delivery items. Client have responsibility; upon delivery inspect the goods to avoid disappointment.
(f) Orion Trade Supplies does not exclude any liability that cannot be excluded as between Customer, including a Consumer, and Orion Trade Supplies under any provision of applicable law.
10. WARRANTIES & RETURNS
(a) Subject to Conditions 10(d) to 10(g), Orion Trade Supplies warrants that the Goods shall conform in all material respects with their description and applicable specification under the Contract at the time of delivery and, unless otherwise agreed by Orion Trade Supplies in writing, Orion Trade Supplies provides no other warranty in respect of the Goods. Orion Trade Supplies will endeavour (but does not guarantee) to transfer the benefit of any warranty or guarantee for the Goods given to Orion Trade Supplies by the relevant manufacturer to the Customer.
(b) Subject to Conditions 10(d) to 10(g) if the relevant Goods do not conform with the warranty provided by Orion Trade Supplies in accordance with Condition 10(a) or any other warranty provided in writing by Orion Trade Supplies in respect of the Goods, Orion Trade Supplies shall, at its option, replace such Goods (or the defective part) or issue a credit note at the pro rata Contract rate to the Customer provided that the Customer:
(i) gives written notice of any breach of the warranty to Orion Trade Supplies within 7 days of the time when the Customer discovers or ought to have discovered such; and
(ii) gives Orion Trade Supplies a reasonable opportunity, after receiving the notice, to examine the relevant Goods and the Customer (unless agreed otherwise and subject to a reasonable handling charge in the circumstances for collection by Orion Trade Supplies) returns the relevant Goods (or the relevant part) to Orion Trade Supplies’ premises at the Customer’s expense.
(c) If a manufacturers’ warranty applies to the Goods and Orion Trade Supplies has agreed to assist the Customer to make a claim under the warranty this will be subject to the Customer’s compliance with the terms of the Contract, the manufacturer’s warranty and any reasonable conditions/instructions imposed by Orion Trade Supplies.
(d) Condition 10(c) shall not apply if the defect arises as a result of normal wear and tear, the Customer’s negligence or failure to comply with the Conditions or failure to follow Orion Trade Supplies’, its suppliers’ or the manufacturers’ oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice or the Customer makes any further use of the Goods after giving notice to Orion Trade Supplies in accordance with Condition 10(c) or the Customer alters, modifies, mishandles or repairs such Goods.
(e) If Orion Trade Supplies complies with Condition 10(c), it shall have no further liability for a breach of the warranty in Condition 10(a) in respect of such Goods. If delivery of the Goods is not refused by the Customer and the Customer fails to notify Orion Trade Supplies in accordance with Condition 10(b) the Customer shall not be entitled to reject the Goods, Orion Trade Supplies shall have no liability for such defect or breach of warranty, and the Customer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract.
(f) Any Goods that are returned by the Customer pursuant to Condition 10(b) shall belong to Orion Trade Supplies unless Orion Trade Supplies repairs such Goods in accordance with Condition 10(b) These Conditions shall apply to any repaired or replacement Goods supplied by Orion Trade Supplies.
(g) Orion Trade Supplies’ reasonable opinion as to the cause of the defect shall be final and binding unless the Customer can provide conclusive evidence to the contrary.
Orion Trade Supplies shall have no liability to Customer for:
(a) any loss or damage to property or personal injury caused by the negligence of the Customer, including but not limited to failure by the Customer to use the Products in accordance with the Product Data Sheet.
(b) any information provided in respect of the Products by Orion Trade Supplies that is inconsistent with the Product Data Sheet; and/or
(c) The risk in the Goods shall pass to the Customer when the Goods are delivered to the Delivery Point, title in the Goods shall not pass to the Customer until Orion Trade Supplies has received (in cash or cleared funds) from the Customer:
(i) the full Price for the Goods plus VAT; and
(ii) all other sums that are due to Orion Trade Supplies from the Customer.
12. FORCE MAJEURE
(a) Orion Trade Supplies reserves the right to defer the date of delivery of the Goods or cancel the Contract (in each case without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, labour disputes (other than in relation to Orion Trade Supplies’ own workforce),pandemic or restraints or delays affecting suppliers or carriers, or inability or delay in obtaining supplies of adequate quality, provided that, if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to Orion Trade Supplies to terminate the Contract.
Orion Trade Supplies may (without prejudice to its other rights or remedies) terminate or suspend Rawlins Paints' performance of the whole or any outstanding part of the Contract if:
(a) Customer breaches any term of any Contract with Orion Trade Supplies including but not limited to a failure to pay sums due by the due date;
(b) Customer becomes bankrupt or insolvent or if a receiver or encumbrancer takes possession of any material part of Customer's assets; or
(c) Orion Trade Supplies has reasonable grounds for suspecting that an event in Condition 12.(a) will occur, or that Customer will not pay sums due by the due date.
(a) The Customer shall be liable to pay Orion Trade Supplies (on written demand) for, and indemnify Orion Trade Supplies against, all reasonable costs, expenses and losses sustained or incurred by Orion Trade Supplies (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation, damage to property, loss of opportunity to deploy resources elsewhere and legal costs on an indemnity basis) arising directly or indirectly from the Customer’s fraud, negligence or failure to comply, or unreasonable delay in complying, with any of the Conditions.
15. LIMITATION OF LIABILITY
(a) Subject to the other Conditions and provisions of the Contract, Condition 15 sets out the entire financial liability of Orion Trade Supplies (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Customer in respect of any breach of the Contract and any representation, statement, tortious act or omission, including negligence, arising under or in connection with the Contract.
(b) Subject to Conditions 15.(c) and 15.(d)
(i) Orion Trade Supplies shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise (in each case whether direct, indirect or consequential) or any claims for indirect, special or consequential loss, damages or compensation whatsoever (howsoever caused) which arise under, out of or in connection with the Contract;
(ii) Orion Trade Supplies’ total liability in contract, tort (including breach of statutory duty or negligence), misrepresentation, restitution or otherwise arising under, out of or in connection with the Contract shall be limited to £10,000 or the Price (whichever is the greater).
(c) All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
(d) Nothing in the Conditions or Contract excludes or limits Orion Trade Supplies’ liability for death or personal injury caused by Orion Trade Supplies’ negligence or for fraud or fraudulent misrepresentation.
(a) The Contract may not be assigned by Customer without Orion Trade Supplies’ prior written consent.
(b) Notices must be in writing to Orion Trade Supplies’ or Customer's address on the Order and are deemed delivered on the first working day after sending by hand or on the third working day after being placed prepaid in the first class post to Customer's or Orion Trade Supplies’ address.
(c) No failure by Orion Trade Supplies to enforce any provision of the Contract shall be interpreted as a release of its rights relating there to or to sanction any further breach.
(d) If any provision of the Contract is found to be invalid or unenforceable it shall have effect to the maximum extent permitted by law, or, if not so permitted, shall be deemed deleted.
(e) The Contract shall be governed by and construed in accordance with the laws of England and the courts of England and Wales shall have exclusive jurisdiction in relation to the Contract.