These terms of business ("Terms") apply to all contracts between you (either an individual or a single legal entity) and Jack Sealey Ltd (a company registered in England and Wales with company number 01329173 whose registered office is at 820 The Crescent, Colchester Business Park, Colchester, Essex CO4 9YQ) ("we", "us" or "our") for the sale and purchase of our products, to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1. About You and Us
1.1. We arrange for the manufacture and distribution of tools designed for the professional user ("Goods").
1.2. You will be a stockist of our Goods and hold a dealer account with us unless you are an end user to whom we supply spare parts for product servicing.
2.1. Your order constitutes an offer by you to purchase those Goods set out in your order in accordance with these Terms. You shall ensure that your order is complete and accurate. You shall only order Goods for re-sale.
2.2. Your order shall only be deemed to be accepted when we issue written acceptance of the order, or deliver the Goods set out in the order, at which point the contract for the sale and purchase of those Goods on these Terms (the "Contract") shall come into existence.
2.3. The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf that is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by us, and any descriptions or illustrations contained in our catalogues, brochures, websites, or on our B2B website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between you and us for the sale of the Goods.
2.4. A quotation for the Goods given by us shall not constitute an offer.
2.5. We operate a back order policy and do not operate a supply or cancel system. We do not supply goods on approval. We request dealers who mis-order Goods or have Goods from lost orders to keep such Goods in stock.
2.6. If you send an order for Goods which are on a promotion without indicating which promotion you require the Goods to be supplied from, we will apply the lowest price for that ordered quantity from our system – even if this should trigger the supply of an additional free item.
2.7. It is the customer's responsibility to ensure that the appropriate measures are in place to prevent unauthorised staff placing orders and making enquiries with us. All our telephone calls are recorded. We are able to make rudimentary checks relating to post code and account code. We accept no responsibility for verbal or written orders which are fraudulent. Our sales department will always ask for an order number or a name to go on an order. It is the customer's responsibility to ensure that the order number and the format of the order number given is correct. Payment for disputed orders may not be withheld because the order does not have the correct order number on it.
2.8. All returns to us of Goods we have supplied must be authorised by us in advance. Handling charges will be applied on any correctly supplied order returned for authorised credit at 20% of the value of the Goods returned subject to a minimum total handling charge of £20.00. You will be responsible for the return freight costs. Unauthorised returns will not be accepted by us and will be returned to you at your cost.
3. Service Charge Terms and Express Delivery
3.1. We will deliver the Goods to the address given by you in your dealer account application or such other location as we may agree with you ("Delivery Location").
3.2. Our standard delivery is 3-5 working days from the date of your order. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
3.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
3.4. The Delivery is effected when the Goods are delivered to the boundary of the Delivery Location. We make no provision or guarantee to place or install the Goods on or inside the premises in a particular location. Heavy Goods (Goods over 75Kg) may require handling assistance from the distributor or customer to off load at the Delivery Location. Once removed from the vehicle and subject to inspection and acceptance of the Goods, the delivery is complete. In the event that the Delivery cannot be effected due to the failure of the Delivery Location to provide adequate provision for handling we reserve the right to charge the account holder for aborted costs.
3.5. The prices for carriage of Goods and the thresholds of Service Charge free deliveries are shown in the current Terms of Business and Service Schedule and are subject to change. 30 days' notice of changes to Service Charge terms will be given in writing.
3.6. Orders delivered to a non-account holder address incur an additional delivery charge based on the weight and/or value of the order to that address. They may not be considered to be Service Charge free as part of an order to another address.
3.7. All orders delivered to a non-account holder address will incur a direct delivery surcharge regardless of order value or weight. Please consult the current Terms of Business and Service Schedule for details of this surcharge.
3.8. We shall not be liable for any delay in delivery of, or failure to deliver, the Goods that is caused by a Force Majeure Event (defined below) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.9. On occasions, it may not be possible to deliver the Goods you have ordered. Our liability for any failure to deliver the ordered Goods shall be limited to supplying replacement Goods within a reasonable time or issuing a credit note for the price of the undelivered Goods against any invoice raised for such Goods.
3.10. If you fail to accept the Goods upon delivery, we will return the Goods to our stock and may resell or otherwise dispose of part or all of the Goods. If the Goods have been rejected on delivery without our agreement, then you will be liable for the outward and return freight charges plus a 20% handling charge subject to a minimum total handling and freight charge for rejected deliveries of £20.00.
3.11. We may deliver the Goods 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.
3.12. A pre-booked delivery service is available at our discretion. A booking charge will be made for this service and any additional costs associated with achieving the required delivery time will be added to the Service Charge. The current cost per booking is £30 plus freight cost.
3.13. If on delivery to you there is no apparent loss or damage and the Goods are signed for, you have until 5pm on the next working day to notify us verbally of any loss or damage found after delivery and you must follow up with a claim in writing within 7 days of delivery. Any such claims must include the full name of the person you first advised verbally of such loss or damage.
3.14. We deliver only to the UK or country of the account holder. We do not quote or despatch orders from UK based account holders directly for export.
4. Warranty Statement
4.1. Our Warranty is that on delivery and for the relevant Warranty Period (set out below) the Goods shall be free from material defects in design, material and workmanship.
4.2. Warranty Period:
4.2.1. Our general warranty period is 12 months from the date of sale by you of one or more of the relevant Goods to an end user ("Your Customer") (unless otherwise indicated).
4.2.2. Other warranties include:
• Hand Tools (Premier & Siegen): Lifetime
• All Steel Vices: 5 Years* (2 Years* for economy versions) from the date of sale to Your Customer
• Extra Heavy-Duty SG Iron Professional Mechanic's Vices: Lifetime
• Welding Transformers: 3 Years* from the date of sale to Your Customer
• Premier Air Tools: 2 Years* from the date of sale to Your Customer
*1st Year unconditional, subsequent years conditional on registration with us by Your Customer.
4.3. Subject to the Exceptions set out below, if you notify us during the relevant Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with Our Warranty, we shall, at our option, repair or replace the individual faulty component of the Goods, or refund the price of the faulty Goods in full. In order to be validated a proof of purchase (invoice or receipt) and a proof of the date of supply to Your Customer must be supplied to us with any returned item where it is claimed that some or all of the Goods do not comply with Our Warranty. This clause sets out the extent of our liability in relation to any breach of Our Warranty.
4.4.1. We will not be liable for Goods' failure to comply with our Warranty if the fault arises:
4.4.2. as a result of fair wear and tear, abuse or misuse of the Goods, modifications, wilful damage, negligence or abnormal storage or working conditions; or
4.4.3. because you or Your Customer failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice.
4.4.4. We make no warranty in respect of consumable items and in the course of processing a claim under Our Warranty we reserve the right to charge for any replacement consumable items which must be fitted to ensure the safe operation of the Goods. We also reserve the right to replace and charge for any electrical cables, plugs or safety guards linked to the Goods where we deem such replacement necessary to make the Goods safe for use.
4.4.5. Selected items are exempt from our Lifetime Guarantee and this will be stated on the product packaging, product itself or sales & marketing literature (list of exempt items available from our sales office upon request).
5. Transit of Goods
5.1. Your Customer is responsible for the safe return of the faulty Goods to you and we will collect faulty Goods from your premises, or if you are not based on the UK mainland from the nearest UK mainland port location or such other location as we agree with you. You are responsible for the packaging of the returned Goods – please make sure the Goods are properly packed for transportation. We do not collect Goods directly from Your Customer's premises.
6. Loss or damage
6.1. Except as provided in this Warranty Statement, we shall have no liability in respect of the Goods that do not comply with Our Warranty.
6.2. Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.3. These Terms shall apply to any repaired or replacement Goods supplied by us.
7. Title and Risk
7.1. The risk in the Goods shall pass to you on completion of delivery. In the event the courier is not offered or named by us, but chosen by and arranged by you, the risk passes to you when the item is delivered to or collected by that courier.
7.2. Title to the Goods shall not pass to you until the earlier of:
7.2.1. us receiving payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods or services that we have supplied to you in respect of which payment has become due; and
(c) all outstanding invoices from us (All Monies Clause),
in which case, title to the Goods shall pass at the time of payment of all such sums.
7.2.2. you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 7.4.
7.3. Until title to the Goods has passed to you, you shall:
7.3.1. store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
7.3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3. maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4. notify us immediately if you become subject to any of the Relevant Events listed below; and
7.3.5. give us such information relating to the Goods as we may require from time to time, but you may resell the Goods in the ordinary course of your business.
7.4. Subject to clause 7.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. If you resell the Goods before that time:
7.4.1. you do so as principal and not as our agent; and
7.4.2. title to the Goods shall pass from us to you immediately before the time at which resale occurs.
7.5. If before title to the Goods passes to you, you become subject to any of the Relevant Events listed in clause 10.2, or we reasonably believe that any such event is about to happen and notify you accordingly, then:
7.5.1. your right to resell the Goods or use them in the order course of your business ceases immediately; and
7.5.2. provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or any premises of any third party where the Goods are stored in order to recover them.
8. Price and Payment
8.1. Pricing is agreed in conjunction with our Terms of Business and Service Schedule (available from our sales office upon request). The price of the Goods shall be the relevant price quoted in our then-current Terms of Business and Service Schedule for the "Dealer Nett Price Code" agreed when your dealer account is opened (or as subsequently amended by us in writing), or, if no such price code, the List Price set out in our Terms of Business and Service Schedule in force as at the date of delivery. Prices charged will be that ruling at the date of despatch.
8.2. We may invoice you for the Goods on or at any time after the completion of delivery. Subject to any variation in accordance with these Terms, you shall pay the invoice in full and in cleared funds within 30 days of the end of the month the invoice was dated or as otherwise varied. Payment shall be made to the bank account nominated in writing by us. Time of payment is of the essence. Without prejudice to any other rights we may have, if you do not pay any invoice in full and cleared funds when due, we reserve the right to:
8.2.1. charge interest on any overdue accounts at a minimum rate of 4% above Bank of England base rate. Such 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 shall pay the interest together with the overdue amount; and/or
8.2.2. cancel or suspend all further deliveries under the Contract or under any other contract between you and us.
8.3. If we agree that payment can be made by credit card then a handling fee will be applied at a minimum rate of 2% but could be higher depending on bank charges incurred.
8.4. If you send an order for Goods which are on a promotion without indicating which promotion you require the Goods to be supplied from, we will apply the lowest price for that ordered quantity from our system – even if this should trigger the supply of an additional free item.
8.5. We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.5.1. any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.5.2. any request by you to change the delivery date(s), quantities or types of Goods ordered; or
8.5.3. any delay caused by any of your instructions or failure by you to give us adequate or accurate information or instructions.
8.6. The price of the Goods is exclusive of the costs and charges of transport of the Goods, which shall be paid by you when you pay for the Goods, subject to the relevant Carriage Terms described in the current Terms of Business and Service Schedule.
8.7. You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
9. Value Added Tax
9.1. The price of the Goods is exclusive of amounts in respect of value added tax ("VAT"). You shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
9.2. Import duties are your responsibility unless we agree otherwise in writing.
10. Your Insolvency or Incapacity
10.1. If you become subject to any of the events listed as Relevant Events below or we reasonably believe that you are about to become subject to any of them and notify you accordingly, then, without limiting any other right or remedy available to us, we may cancel or suspend all further deliveries under the Contract or under any other contract between you and us without incurring any liability to you, and all outstanding sums in respect of Goods delivered to you shall become immediately due.
10.2. The "Relevant Events" are:
10.2.1. an order is made or a resolution passed for your winding-up or an administrator is appointed by order of the court or by other means to manage your affairs, business and property or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of your assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding up or bankruptcy order or you take or suffer any similar or analogous action in consequence of debt;
10.2.2. you cease, or threaten to cease, to carry on business; or
10.2.3. (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or becomes a patient under any mental health legislation.
11.1. Nothing in these Terms shall limit or exclude our liability for:
11.1.1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
11.1.2. fraud or fraudulent misrepresentation;
11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.1.4. defective products under the Consumer Protection Act 1987; or
11.1.5. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
11.2. Subject to the above statement:
11.3. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
11.3.1. loss of profit, loss of business, loss of contract or loss of goodwill;
11.3.2. or for any indirect or consequential loss in each case arising under or in connection with the Contract; and
11.4. our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the Goods in connection with which a claim arises.
12. Force Majeure
12.1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable (a "Force Majeure Event").
13. WEEE (Waste Electrical Electronic Equipment) Regulation
13.1. The obligation for disposal of WEEE sold to business is passed onto you by us. Guidance for recycling can be found in the WEEE Directive 2012/19/EU. EEE sold for distribution to consumers may be taken to any local Waste Collection point for disposal. We are a member of the Valpak National Compliance Scheme. Our Valpak membership number is RM01085.
14.1. We reserve the right to close your account at any time by giving written notice to you. We will normally provide you with a maximum period of 30 days' grace before cancellation becomes effective but we reserve the right to make an immediate cancellation where we deem such immediate cancellation necessary.
15. Intellectual Property
15.1. We own certain intellectual property rights (including, without limitation, rights in registered trade marks, unregistered trade marks, trade names, design rights and copyright in images and text) (together, "Content") and such Content remains our property and may not be used and/or reproduced without licence.
15.2. You may make a written application to us for a licence to use and/or reproduce specific Content. We shall give reasonable consideration to any licence application but we shall be under no obligation to grant a licence to use and/or reproduce any Content.
15.3. The terms of any licence to use and/or reproduce Content shall be determined by us in our sole discretion.
15.4. Any licence to use and/or reproduce Content may be terminated by us at any time by giving written notice to you. We will normally provide you with a maximum period of 30 days' grace before termination becomes effective but we reserve the right to make an immediate termination where we deem such immediate termination necessary.
15.5. You shall not under any circumstances:
15.5.1. alter, remove or tamper with any Content, numbers, or other means of identification used on or in relation to the Goods;
15.5.2. use any of the Content in any way which might prejudice its distinctiveness or validity or the goodwill belonging to us attaching to such Content;
15.5.3. use in relation to the Goods any trademarks owned by you or a third party without obtaining our prior written consent;
15.5.4. use any trademarks or trade names so resembling any of our trademarks or trade names as to be likely to cause confusion or deception; or
15.5.5. use any Content in such a way that implies that you are owned by or otherwise associated with us or any of our affiliate companies (including but not limited to Sealey (UK) Limited, The Siegen Tool Company Ltd and The Siegen Power Tool Company Ltd)
15.5.6. release or sub licence the release of IP belonging to Jack Sealey Ltd to a third party without prior written consent).
16. Internet Usage
16.1. We require certain quality standards to be observed when an internet site is used to resell our Goods. When selling our Goods via a website, you must ensure that:
16.2. the website does not to give the user the impression that he/she is dealing with us (or our affiliates);
16.3. the website makes no reference to the effect that Goods are shipped directly from us;
16.4. the website conforms with the requirements of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations (CCR). The cost of any cancellation of an order by one of Your Customers shall be borne by you;
16.5. your business complies with payment card industry ("PCI") compliance and validation regulations and you have secure server technology for transaction of cash or you demonstrate secure 3rd party payment service provider ("PSP") payment methods;
16.6. your business allows consumers to make contact easily by phone during office hours;
16.7. your business conducts its trade in a business-like and professional manner and does not damage or otherwise diminish the reputation of Jack Sealey Ltd or any of its affiliates;
16.8. your business has expertise in house to handle routine enquiries and normal day to day trading without passing such enquiries and trading queries to us;
16.9. telephone numbers and contact details for Jack Sealey Ltd (or any of its affiliates) are not be shown on the approved website.
16.10. any offer to sell heavy (currently +75kg) Goods online must be accompanied by the 'Heavy' symbol and the phrase 'This item is heavy. Extra assistance must be provided at the delivery point to help its safe delivery'. Failure to do this will render any claims for non-delivery void.
16.11. the Sealey model number, brand and description are clearly displayed on the same page with any offer to sell Goods.
17. Content on websites
17.1. If you wish to use and/or reproduce specific Content on a website, when applying for a licence to use and/or reproduce such Content, you must specify on which websites you wish to use such Content. If we grant you a licence to use Content, subject to any express statement by us to the contrary, you may only use such Content on those websites specified in your licence application.
17.2. Content may not be used by you on any site to which a domain name containing the word(s) 'Sealey', 'Siegen' or 'Jack Sealey' (or any other word which gives the impression that the site belongs to or is run by us or any of our affiliated companies) directs Internet users.
17.3. You are not permitted to link from any website to images on websites owned by us (including but not limited to www.sealey.co.uk).
17.4. Data Supplied by our FTP Service (or any other electronic method) is more up to date than that displayed in printed publications. We take no responsibility for the concurrency of the data displayed on your website.
18. Returns under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations (CCR).
18.1. As you are ordering Goods from us for the purpose of your business, the terms of the CCR are not applicable to our Contract with you and we are not bound by the terms of the CCR to accept the return of Goods.
18.2. All returns to us of Goods we have supplied must be authorised by us in advance. Handling charges will be applied on any correctly supplied order returned for authorised credit at 20% of the value of the Goods returned subject to a minimum total handling charge of £20.00. You will be responsible for the return freight charge. Unauthorised returns will not be accepted by us and will be returned to you at your cost. Costs for outbound carriage subsequently cancelled or returned will not be refunded.
18.3. We do not collect Goods directly from Your Customer's premises.
19. B2B and On-Line Service
19.1. B2B is an online service provided to our account customers. We do not provide any warranty in respect of availability or performance of the site and is complementary to other available channels.
19.2. Logins and passwords should be treated as confidential and not released to unauthorised personnel, public or competitors.
19.3. We will be able to view the contents of shopping baskets for warehouse and transport planning purposes. We are not able to change the contents of baskets remotely.
19.4. You will be responsible for ensuring that the products, quantities, promotional packages and service charges on each delivery are correct.
19.5. Access to the B2B website does not automatically authorise the user to store, reproduce or otherwise use the Intellectual Property content owned by us. Separate release is required for this.
19.6. Our dispatch warehouse operates from Monday to Friday and is shut on English bank holidays. Premium orders may be placed up to 17:15. Orders placed after 17:15 are treated as being received the next working day, although, and depending on workload, they may be consigned to the Carrier the same day.
19.7. B2B orders are not accrued for the purposes of carriage. Carriage is charged on an order by order basis.
19.8. Stock availability is shown in good faith but may change between populating the basket and sending the order. Refreshing the basket will update the stock availability at any point. A confirmation will be sent to confirm the actual stock reserved for despatch of your order. Items out of stock are held on backorder for future shipment.
19.9. The customer administrator who is initially provided with login details to the B2B website is responsible for any additional users added and the ongoing maintenance of their passwords and permissions.
19.10. B2B promotions may be withdrawn at any time.
20. Data Protection
20.1. We will process any personal data that you provide to us in accordance with applicable data protection legislation.
20.2. You confirm that you have read and acknowledge our latest GDPR Statement for dealers, a copy of which is available on our website at www.sealeyb2b.co.uk
20.3. In some cases, you will provide data about your customers to us, so that we can arrange for delivery of items to them. In these cases, we act as a data processor, and you act as a data controller. You consent to us transferring this data to other third parties, such as logistics providers and delivery companies (including UKMail, TNT, Metapack, Primeline and XPO) for the purpose of providing those services.
21.1. Assignment and subcontracting: We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
21.2. You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent.
21.3. Severance: If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
21.4. Waiver: A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
21.5. Third party rights: A person who is not a party to the Contract shall not have any rights under or in connection with it.
21.6. Variation: Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by both you and us.
21.7. Governing law and jurisdiction: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. All telephone calls made to and from Jack Sealey Ltd may be recorded for quality and training purposes and may be used in the event of a dispute.
21.8. Our "Confidential Information" means our Dealer nett prices and special nett pricing, customer information and data, all other price data, and any other information of a confidential nature concerning the business, affairs, customers, clients or suppliers of ours, including but not limited to information relating to our operations, processes, plans, confidential product information, know-how, designs, trade secrets, software and market opportunities.
21.8.1. You shall keep confidential and not disclose to any person (other than your employees or agents who need to know such information for the purposes of carrying out your obligations under this Contract), or use for any purposes other than performance of your duties under this Contract, our Confidential Information.
21.8.2. You shall not supply access to our sensitive websites through the passing of URL's, user names and passwords to any other person.