Terms & Condtions Of Sale

TERMS & CONDITIONS

Standard Terms and Conditions (“terms”)

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Introduction

These terms govern the sale and supply of “goods” by us to you.

Full details of your goods are set out in your order confirmation or quotation (“order”).

Any reference to “we” or “our” is a reference to Iron Octopus Limited. Our company number is 09899797 and our VAT registration number is 230645041.

Any reference to “you” or “your” is a reference to you, the person, company or party who purchases goods from us.

You can communicate with is in relation to your order, by contacting our “customer services team” by:

- telephone: our number is 0800 999 4421

- email: our address is sales@ironoctopus.co.uk

- post: our registered office address which is Unit 2, Otley Road, Baildon, Shipley, West Yorkshire, BD17 7HD

We want to make sure our terms are easy to understand, so we have set them out below using key headings.

Where to find information about us and our goods

You can find everything you need to know about us and our goods on our website at www.ironoctopus.co.uk or from our customer services team before you order. We also confirm the important information to you in writing before or after you order, either by email or on paper.

We don't give business customers all the same rights as consumers

For example, business customers can't cancel their orders, they have different rights where there is a problem with the goods and we don't compensate them in the same way for losses caused by us or our goods. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying goods wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

When you buy from us you are agreeing that:

• We only accept orders when we've checked them.
• Sometimes we reject orders.
• We charge you when you order.
• We charge interest on late payments.
• We pass on increases in VAT.
• We're not responsible for delays outside our control.
• Goods can vary slightly from their pictures.
• You're responsible for making sure your measurements are accurate.
• We charge you if you don't give us information we need or do preparatory work as agreed with us.
• If you are a consumer and you bought remotely (online, by email or over the telephone) you have a legal right to change your mind plus extra rights under our guarantee.
• You have rights if there is something wrong with your goods.
• We can change goods and these terms.
• We can suspend supply (and you have rights if we do).
• We can withdraw goods.
• We can end our contract with you.
• We don't compensate you for all losses caused by us or our goods.
• We use your personal data as set out in our Privacy Notice.
• You have several options for resolving disputes with us.
• Other important terms apply to our contract.

If you are a business customer this is our entire agreement with you

If you are a business customer these terms constitute the entire agreement between us in relation to your order. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

We only accept orders when we've checked them

We contact you to confirm we've received and/or accepted your order.

Sometimes we reject orders

Sometimes we reject orders, for example, because parts are unexpectedly out of stock, because a credit reference we have obtained is unsatisfactory, because you are located outside the UK or our delivery areas, as stated on our website and in our marketing, or because the goods were mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid.

What we charge

What we charge will be set out in your order. This will include any deposit if applicable.

When we charge

If you are a consumer we will charge you in full at the time of your order.

If you are a business customer, we may charge you at the time of your order or in accordance with any credit facility we have entered into.

We will retain title to and you will not own the goods until they have been paid for in full.

If you are a business customer you have no set-off rights

If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

We charge interest on late payments

If we're unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

We pass on increases in VAT

If the rate of VAT changes between your order date and the date we supply the goods, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

We're not responsible for delays outside our control

If our supply of goods is delayed by an event outside our control, (such as supply chain or delivery issues), we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won't compensate you for the delay, but if the delay is likely to be substantial you can contact our customer service team to end the contract and receive a refund for any goods you have paid for in advance, but not received, less reasonable costs we have already incurred.

Goods can vary slightly from their pictures

The true colour and appearance of the goods may not exactly match that shown on your device or in our marketing.

You're responsible for making sure your measurements are accurate

If we're supplying the goods to measurements you provide, you're responsible for making sure those measurements are correct. Find information and tips on how to measure by contacting our customer service team.

If you are a consumer and you bought remotely (online, by email or over the telephone) you have a legal right to change your mind

Your legal right to change your mind. For most of our goods bought remotely (online, by email or over the telephone), you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions, as set out below.

When you can't change your mind. You can't change your mind about an order for:

• goods that are made to your specifications; and
• goods which become mixed inseparably with other items after their delivery.

The deadline for changing your mind. If you are permitted to change your mind about an order, you must let us know no later than fourteen (14) days after the day we deliver your goods. If the goods are split into several deliveries over different days, the period runs from the day after the last delivery.

How to let us know. To let us know you want to change your mind, contact our customer service team.

You have to return the goods at your own cost. Returns are at your own cost, unless we offered free returns when you bought the goods.

You can send the goods back to us, using an established delivery service. If you do this you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the goods at all or within a reasonable time we won't refund you the price. For help with returns, including our collection arrangements for goods which can't be posted, contact our customer service team.

We only refund standard delivery costs. We don't refund any extra you have paid for express delivery or delivery at a particular time.

We reduce your refund if you have used or damaged goods. If you handle the goods in a way which would not be acceptable, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the goods condition is not "as new", the goods-branded packaging is damaged or accessories are missing. In some cases, because of the way you have treated the goods, no refund may be due. Our customer service team can advise you on whether we're likely to reduce your refund.

When and how we refund you. We refund you within fourteen (14) days of receiving the goods back from you (or receiving evidence you've sent them to us). We refund you by the method you used for payment. We don't charge a fee for the refund.

You have rights if there is something wrong with your goods

Notify us. If you think there is something wrong with your goods, you must contact our customer service team.

Your rights and remedies if you are a consumer. We honour our legal duty to provide you with goods that are as described to you on our website and that meet all the requirements imposed by law. Your legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk. Remember too that you have several options for resolving disputes with us.

Your rights if you are a business. We warrant that on delivery of the goods, and for a period of 12 months from the date of delivery any goods shall:

• conform in all material respects with their description and any relevant specification;
• be free from material defects in design, material and workmanship;
• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• be fit for any purpose held out by us.

Your remedies if you are a business. Unless an exception applies (see Exceptions to business customers' warranty) if:

• you give us notice in writing during the warranty period within a reasonable time of discovery that the goods do not comply with the business customer warranty
• we are given a reasonable opportunity of examining such goods; and
• you return such goods to us at our cost,

we shall, at our option, repair or replace the defective goods, or refund the price of the defective goods in full and this will be your only remedy for breach of the warranty. These terms shall apply to any repaired or replacement goods supplied by us.

Exceptions to business customers' warranty. We will not be liable for the failure of goods to comply with the business customer warranty (see Your rights if you are a business) if:

• you make any further use of such goods after telling us it is non-compliant;
• the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice;
• the defect arises because we followed any drawing, design or specification supplied by you;
• you alter or repair the goods without our written consent; or
• the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

We can change goods and these terms

Changes we can always make. We can always change goods:

• to reflect changes in relevant laws and regulatory requirements;
• to make minor technical adjustments and improvements, for example to address a security threat. These are changes that don't affect your use of the goods; and

We can suspend supply (and you have rights if we do)

We can suspend the supply of goods. We do this to:

• deal with technical problems or make minor technical changes;
• update the goods to reflect changes in relevant laws and regulatory requirements; or
• make changes to the goods (see We can change goods and these terms).

We let you know, may adjust the price and may allow you to terminate. We contact you in advance to tell you we're suspending supply, unless the problem is urgent or an emergency. If we suspend supply, or tell you we're going to suspend supply, for more than sixty (60) days you can contact our customer service team to end the contract and we'll refund any sums you've paid in advance for goods you won't receive.

We can end our contract with you

We can end our contract with you for goods (and may claim any compensation due to us) if:

• you don't make any payment to us when it's due and you still don't make payment within seven (7) days of our reminding you that payment is due;
• you don't, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the goods;
• you don't, within a reasonable time, allow us to deliver the goods to you, then (unless the goods is made to your specifications or is clearly personalised) we treat your order as cancelled.
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We don't compensate you for all losses caused by us or our goods

Our liability to consumers. We're responsible for losses you suffer caused by us breaking this contract unless the loss is:

• Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
• Caused by a delaying event outside our control. As long as we have taken the steps set out in the section We're not responsible for delays outside our control.
• Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
• A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in the section Our liability to businesses.

Our liability to businesses. If you're a business, then, except in respect of the losses described in the section Losses we never limit or exclude:

• we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
• our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for goods under such contract.

Losses we never limit or exclude. Nothing in these terms shall limit or exclude our liability for:

• death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• defective goods under the Consumer Protection Act 1987; or
• any matter in respect of which it would be unlawful for us to exclude or restrict liability

No implied terms about goods. Except to the extent expressly stated in the section Your rights if you are a business, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.

We use your personal data as set out in our Privacy Notice

How we use any personal data you give us is set out in our Privacy Notice which can be accessed on our website.

You have several options for resolving disputes with us

Our complaints policy. Our customer service team will do their best to resolve any problems you have with us or our goods.

Resolving disputes without going to court (consumers only). Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court.

You can go to court. These terms are governed by English law. If you are a consumer then, wherever you live, you can bring claims against us in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. If you are a consumer we can claim against you in the courts of the country you live in. If you are a business you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.

Credit terms

If you are a business customer we may give you the benefit of a trade credit facility. Such a facility falls outside the scope of these terms and will be agreed separately in writing by us with you.

Other important terms apply to our contract

We are members of and subscribe to the codes and standards set out by the Guild of Master Craftsman (Standards). We will ensure that the supply of our goods complies with these Standards. If you are a consumer, we will ensure that nothing in these terms and conditions will affect your rights under the Standards.

We can transfer our contract with you, so that a different organisation is responsible for supplying your goods. We'll tell you in writing if this happens and if you are a consumer we'll ensure that the transfer won't affect your rights under the contract.

Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you're not allowed to, but that doesn’t mean we can't do it later.

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