Ts & Cs

ENTWISTLE & JOYNT LIMITED T/A TOOLSTORE UK
CONSOLIDATED SALE OF GOODS TERMS AND CONDITIONS

These Conditions set out the basis on which ToolStore UK will enter into the Contract with the Customer for the sale of Goods via the Website.

ToolStore UK acknowledges that, in entering into the Contract, the Customer will be either a Consumer or a Business (each of which are defined in clause 1 of these Conditions, below). In some areas of these Conditions, the Customer will have differing rights and obligations depending on whether it is entering into the Contract as a Consumer or a Business. These Conditions will clearly identify which clauses apply to only Businesses and which clauses apply to only Consumers, by including the statement “if the Customer is a Business” (with such clauses in blue font) or “if the Customer is a Consumer” (with such clauses in red font). Where no such indication is made, the relevant clause shall apply to both Businesses and Consumers (with such clauses in black font).

These Conditions adopt the use of defined terms, which be referred to throughout these Conditions and shall have the meaning given to them in clause 1 these Conditions, immediately below. In the event that the Customer has any queries regarding its legal status, or which of these Conditions apply to it, then it must raise the same prior to entering into the Contract, in accordance with the clause 19 (service of notices).

  1. DEFINITIONS AND INTERPRETATION
    1. The following definitions apply in these Conditions:

      Account: the Customer’s online account to use – and purchase the Goods from – the Website.

      Business: a person acting for purposes relating to that person’s trade, business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf.

      Business Day: a day other than a Saturday, Sunday or public holiday in England.

      Conditions: these terms and conditions.

      Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of a party for the time being confidential to it and trade secrets including, without limitation, technical data and know-how relating to its business or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts and, whether or not such information (if in anything other than oral form) is marked confidential.

      Consumer: an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession.

      Contract: the contract between ToolStore UK and the Customer for the sale of Goods in accordance with these Conditions.

      Customer: the Business or Consumer to which or whom ToolStore UK wishes to provide the Goods and which wishes to purchase the Goods and from ToolStore UK.

      Delivery Location: the Customer’s premises or other such location as may be advised by ToolStore UK to the Customer.

      Force Majeure Event: any circumstance not within a party's reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, restrictions arising out any other Force Majeure Event; collapse of buildings, fire, explosion or accident; and interruption or failure of utility service.

      Goods: the goods (or any part of them), as set out in the Order, having been referred to initially within the Promotional Materials and any applicable Specification.

      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Losses: any actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements.

      Order: the Customer's order for the supply of Goods.

      Promotional Materials: the Website, ToolStore UK’s catalogues, brochures or such other applicable sales or promotional literature, materials or publications.

      Sales Confirmation: the written acceptance of the Order issued by ToolStore UK.

      Specification: any specification for the Goods, including any related plans and drawings that is agreed by the Customer and ToolStore UK.

      Store: 62 Darlington Street East, Wigan, Lancashire, WN1 3AT.

      ToolStore UK: Entwistle & Joynt Limited t/as ToolStore UK, a company registered in England and Wales with company number 01001233 and whose registered office is at the Store.

      Website: https://www.toolstoreuk.co.uk

    2. In these Conditions, the following rules of interpretation apply:

      1. (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. (b) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
      3. (c) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
      4. (d) a reference to writing or written includes fax and emails.
  2. USE OF THE WEBSITE

    1. When setting up the Account or by otherwise using the Website, the Customer warrants (a warranty is contractual promise which, if breached, will give rise to a damages claim) that:

      1. (a) it will provide complete and accurate information regarding its identity and whether it is creating the Account or otherwise purchasing the Goods as a Business or a Consumer;
      2. (b) in the event that the information provided under clause 2.1(a) changes, it will immediately inform ToolStore UK of such changes in writing, prior to raising any further Orders for the Goods;
      3. (c) if the Customer is a Consumer, it is at least 18 years old; and
      4. (d) if the Customer is a Business, it has the requisite authority on behalf of that Business to set up the Account and enter into the Contract with ToolStore UK.
  3. FORMATION OF CONTRACT

    1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    2. If the Customer wishes to purchase the Goods based on ToolStore UK’s published price list (which can be found primarily on the Website or otherwise at the Store), then the Customer shall first be required to raise an Order for the Goods.
    3. An Order can be raised in the following ways:
      1. (a) via the Website, by selecting the applicable Goods, delivery method and then proceeding to the checkout;
      2. (b) via email:
        1. i. if the Customer is a business, by contacting sales@tsukwholesale.co.uk; or
        2. ii. if the Customer is a consumer, by contacting sales@toolstoreuk.co.uk,
      3. (c) via telephone:
        1. i. if the Customer is a business, by contacting 01942 527477; or
        2. ii. if the Customer is a consumer, by contacting 0333 004 3777, or
      4. (d) in Store, between the hours of 8:00am to 5:00pm on Business Days.
    4. The Order constitutes an offer by the Customer to enter into a Contract in accordance with these Conditions and shall not incorporate any other terms and conditions beyond those set out in the Contract. In practice, this means that if the Customer is purchasing any Goods based on the Customer’s Specification, it is the Customer’s responsibility to ensure that such is completely and accurately reflected in any Order that it wishes to raise.
    5. If the Customer is a Business, it is responsible for ensuring and warrants that the terms outlined in the relevant published price list and where applicable, the Order and any Specification are complete and accurate.
    6. ToolStore UK may reject any Order that the Customer raises at its absolute discretion and for any reason whatsoever and the Order shall only be deemed to be accepted at the earlier of when ToolStore UK:
      1. (a) issues a Sales Confirmation; or
      2. (b) dispatches the Goods,
      3. at which point the Contract shall come into existence.
    7. Once the Contract has been formed under clause 3.6, ToolStore UK will assign the Order a unique reference number which shall be provided to the Customer in writing, either when ToolStore UK issues a Sales Confirmation under clause 3.6(a) or otherwise thereafter. To assist ToolStore UK with any queries regarding the Goods, the Customer shall quote the applicable reference number.
    8. Any samples, drawings, descriptive matter or advertising produced by ToolStore UK and any descriptions or illustrations contained in the Promotional Materials are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force and prior to raising the Order, it is the Customer’s responsibility to ensure that the Goods are suitable for the Customer’s intended application or use.
  4. CHANGES TO THE CONTRACT

    1. ToolStore UK reserves the right to change the Contract to reflect any changes in relevant laws and regulatory requirements, or to implement minor technical adjustments and improvements to the Goods. In the event that ToolStore UK makes a material change to the Contract then, subject to these Conditions, if the Customer is a Consumer it shall be entitled to terminate the Contract and receive a refund of any payments made for any Goods and not yet provided.
    2. If the Customer is a Business, the Order, once accepted, may not be cancelled by the Customer except with the prior agreement of ToolStore UK in writing. Without prejudice to any further terms that may be agreed between the parties, any such agreement is on the basis that the Customer shall indemnify ToolStore UK in full against all Losses (which for the purpose of this clause shall include the cost of labour and materials, loss of profit, loss of business, loss of goodwill, loss of business opportunity, loss of anticipated saving and any other indirect, special or consequential loss) incurred by ToolStore UK as a result of such cancellation.
    3. If the Customer is a Consumer and it wants to change the Order once it has been accepted before the Goods have been dispatched, then it will be required to contact ToolStore UK in writing, setting out any changes that it would like to make to the Contract. If such changes are possible, then ToolStore UK will notify the Customer of such in writing, also setting out any changes to the price of the Goods, timing of delivery and any other necessary changes as a result of the Customer’s changes. Thereafter, should the Customer not accept the changes and wish to terminate the Contract, clauses 16 and 17 set out the procedure for doing so.
  5. THE GOODS

    1. The Goods are described in the Promotional Materials as modified or supplemented by any applicable Specification.
    2. ToolStore UK reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements from time to time in force or to improve the Goods where to do so would not have a material adverse effect on the Customer.
    3. If for any reason beyond its control, ToolStore UK is unable to supply a particular item of Goods, ToolStore UK will notify the Customer of such. ToolStore UK will use reasonable endeavours to replace it with an item of equivalent or superior standard and value; however, if it is unable to do so, then if the Customer is a Consumer, then it may be able to terminate the contract (see clause 16).
  6. DELIVERY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A BUSINESS

    1. ToolStore UK shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and ToolStore UK reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
    2. ToolStore UK (or, where appropriate, the instructed carrier) shall deliver the Goods to the Delivery Location or such other location as the parties may agree.
    3. Delivery is completed on the successful completion of unloading of the Goods at the Delivery Location.
    4. Any dates quoted for delivery are approximate only and ToolStore UK is under no obligation to provide an estimated delivery time. If a quoted date for delivery is not provided, delivery will be made within a reasonable time.
    5. The time of delivery is not of the essence.
    6. ToolStore UK shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event suffered by it or an instructed carrier (save where it is reasonably practicable to instruct another carrier) or the Customer's failure to provide ToolStore UK with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    7. If the Customer fails to take delivery of the Goods within seven Business Days of ToolStore UK notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event:
      1. (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the fourth Business Day after the day on which ToolStore UK notified the Customer that the Goods were ready; and
      2. (b) ToolStore UK shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    8. If 10 Business Days after the day on which ToolStore UK notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, ToolStore UK may resell or otherwise dispose of part or all of the Goods.
    9. ToolStore UK 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 the Customer to cancel any other instalment.
    10. Promotional Materials shall remain ToolStore UK’s property and the Customer shall make them available for collection at any times as the Supplier shall reasonably request. Returns of Promotional Materials shall be at the Supplier's expense.
  7. DELIVERY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A CONSUMER

    1. The costs of delivery of the Goods shall be as set out on the delivery page of the ToolStore UK Website (https://www.toolstoreuk.co.uk/information/86-delivery-info).
    2. ToolStore UK will deliver the Goods as soon as reasonably possible and otherwise within 30 days from the date on which the Contract came into existence (see clause 3.6).
    3. ToolStore UK’s delivery partner offers its users the option to have the delivered items (in this case, the Goods) left in a safe place or with a neighbour. This option is done via the DPD app or its website. DPD use geolocation information and will usually add a photograph of the location of the confirmed completed delivery. By choosing either of these options, ToolStore UK cannot accept liability once the delivery is complete and the liability will shift to the Customer.
    4. If, after three failed delivery attempts of the Goods from ToolStore UK to the Customer, the Customer does not re-arrange delivery or collect them from the Store, ToolStore UK will contact the Customer for further instructions and may charge the Customer for storage costs and any further delivery costs. If, despite ToolStore UK’s reasonable efforts, it is still unable to contact the Customer or re-arrange delivery or collection, ToolStore UK may terminate the Contract (see clause 15).
    5. Promotional Materials shall remain ToolStoreUK’s property and the Customer shall make them available for collection at any times as the Supplier shall reasonably request. Returns of Promotional Materials shall be at the Supplier's expense.
  8. QUALITY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A BUSINESS

    1. The Customer shall be required to inspect the Goods immediately upon receipt. In the event that:
      1. (a) there are any damages or defects in the Goods; or
      2. (b) an incorrect quantity of the Goods has been received; or
      3. (c) anything other than the Goods are received,
      4. the Customer shall be required to notify ToolStore UK within 5 Business Days of receipt. Where no such notification is made by the Customer to ToolStore UK in accordance with this clause, the Goods shall be deemed to have been accepted in all respects by the Customer (Acceptance).

    2. Without prejudice to clause 8.1 and subject to the Customer’s warranty at clause 3.5, ToolStore UK warrants that on delivery, or such other period as may be specified in the Promotional Materials, (Warranty Period), the Goods shall:
      1. (a) conform in all material respects with their description and any applicable Specification;
      2. (b) be free from material defects in design, material and workmanship;
      3. (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      4. (d) be fit for any purpose held out by ToolStore UK.
    3. ToolStore UK is not the manufacturer of the Goods and to the greatest extent permissible by law, shall not be liable for any information supplied by it on or in conjunction with any of the Goods.
    4. Subject to clause 8.5, if:
      1. (a) the Customer gives notice in writing to ToolStore UK prior to Acceptance or during the Warranty Period (as the case may be) within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.2;
      2. (b) ToolStore UK is given a reasonable opportunity of examining such Goods; and
      3. (c) the Customer (if asked to do so by ToolStore UK) returns such Goods to ToolStore UK's place of business at the Customer's cost (such reasonable return costs to be refunded to the Customer if the Goods are found to not comply with the warranty set out in clause 8.2),
      4. ToolStore UK shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full in addition to any reasonable return costs in accordance with clause 8.4(c).
    5. ToolStore UK shall not be liable for the Goods' failure to comply with the warranty set out in clause 8.2 in any of the following events:
      1. (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 8.3;
      2. (b) the defect arises because the Customer failed to follow ToolStore UK or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      3. (c) the defect arises as a result of ToolStore UK following any drawing, design or Specification supplied by the Customer;
      4. (d) the Customer alters or repairs such Goods without the written consent of ToolStore UK;
      5. (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      6. (f) the Goods differ from their description and any Specification provided as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
      7. (g) Except as provided in this clause 8, ToolStore UK shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 8.2.
    6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 8.7. These Conditions shall apply to any repaired or replacement Goods supplied by ToolStore UK.
  9. QUALITY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A CONSUMER
    1. ToolStore UK is not the manufacturer of the Goods and to the greatest extent permissible by law, shall not be liable for any information supplied by it on or in conjunction with any of the Goods.
    2. If, following delivery of the Goods, the Customer notices any problems with the products, then it shall contact ToolStore UK:
      1. (a) via telephone: 03330 043777;
      2. (b) via email: customerservices@toolstoreuk.co.uk; or
      3. (c) via post to the Store.
    3. ToolStore UK is under a legal duty to supply Goods that are in conformity with the Contract. As a Consumer, the Customer has certain legal rights in relation to Goods that are faulty or not as described. ToolStore UK is under a duty to supply Goods that are in conformity with the Contract, and the Consumer Rights Act 2015 (the “CRA”) states that the Goods must be as described, fit for purpose and of a satisfactory quality.
  10. TITLE AND RISK – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A BUSINESS
    1. Title to the Goods shall not pass to the Customer until the earlier of:
      1. (a) ToolStore UK receiving payment in full (in cash or cleared funds) for the Goods; or
      2. (b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 10.4 and the proceeds of sale shall be immediately accounted to ToolStore UK and otherwise held in a fiduciary capacity on trust for ToolStore UK to the extent of any liability for unpaid sums.
    2. Until title to the Goods has passed to the Customer, the Customer shall:
      1. (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ToolStore UK’s property;
      2. (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      3. (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. (d) notify ToolStore UK immediately if it becomes subject to any of the events listed in clause 15.2; and
      5. (e) give ToolStore UK such information relating to the Goods as ToolStore UK may require from time to time.
    3. Subject to clause 10.4 and clause 12 (in the event of reselling), the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before ToolStore UK receives payment for the Goods. However, if the Customer resells the Goods before that time:
      1. (a) it does so as principal and not as ToolStore UK’s agent; and
      2. (b) title to the Goods shall pass from ToolStore UK to the Customer immediately before the time at which resale by the Customer occurs.
    4. If before title to the Goods passes to the Customer the Customer fails to make any payment to ToolStore UK when due or becomes subject to any of the events listed in clause 15.2, then, without limiting any other right or remedy ToolStore UK may have:
      1. (a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
      2. (b) ToolStore UK may at any time:
        1. i. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
        2. ii. 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.
  11. PRICE AND PAYMENT
    1. The price of the Goods shall be as set out in ToolStore UK’s price list (which can be located on the Website) or otherwise within the Promotional Materials, as the case may be.
    2. If the Customer is a Business, ToolStore UK may by giving notice to the Customer at any time before delivery of the Goods, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any:
      1. (a) factor beyond ToolStore UK’s control (including foreign exchange fluctuations, increases in taxes and duties (which shall include import and export duties), and increases in labour, materials and other manufacturing costs);
      2. (b) request by the Customer to change the delivery and/or performance date(s), quantities or types of Goods ordered, or the Specification; or
      3. (c) delay caused by any instructions of the Customer or failure of the Customer to give ToolStore UK adequate or accurate information or instructions.
    3. ToolStore UK shall invoice the Customer for the Goods in advance of delivery of the Goods.
    4. Unless otherwise agreed in writing between the parties, payment for the Goods must be made in advance of the Goods being delivered. In the case of all other invoices or payments under the Contract, the Customer shall pay each invoice in full and in cleared funds within 30 days of the date of that invoice.
    5. Payments made under the Contact shall be made to the bank account nominated in writing by ToolStore UK. Time for payment is of the essence, which means that if payment is not received within the required time frame then, in addition to its other rights and remedies under the Contract, ToolStore UK shall be entitled to terminate the Contract.
    6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by ToolStore UK to the Customer, the Customer shall, on receipt of a valid VAT invoice from ToolStore UK, pay to ToolStore UK such additional amounts in respect of VAT as are chargeable on the sale of the Goods at the same time as payment is due for the sale of the Goods.
    7. If the Customer fails to make any payment due to ToolStore UK under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of:
      1. (a) 8% per annum above the Bank of England's base rate from time to time if the Customer is a Business; or
      2. (b) 2% per annum above the Bank of England’s base rate from time to time if the Customer is a Consumer,
      3. Interest due under this clause shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  12. INTELLECTUAL PROPERTY RIGHTS
    1. Subject to clause 12.2, all Intellectual Property Rights subsisting in any Goods (which shall include those Intellectual Property Rights subsisting in any Promotional Materials packaged with the Goods) supplied to the Customer by or on behalf of ToolStore UK arising out of or in connection with the Contract shall remain vested in and belong to ToolStore UK absolutely.
    2. Where the Goods are being sold by ToolStore UK in its capacity as a licensed reseller of the Goods for the manufacturer, the Intellectual Property Rights subsisting in such Goods (Manufacturer IPRs) shall remain vested in the manufacturer of the Goods. ToolStore UK does not provide the Customer with any licence to make use of the Manufacturer IPRs and where the Customer wishes to make use of any Manufacturer IPRs it shall be required to seek the manufacturer’s express consent.
    3. ToolStore UK makes no warranty and provides no assurance to the Customer that the Goods shall not breach the rights (including Intellectual Property Rights) of any third parties.
    4. On delivery of the Goods taking place, the Customer shall have no right or licence to, and warrants that it shall not, resell the Goods using ToolStore UK’s Promotional Materials, which are otherwise ToolStore UK’s property under the Contract. For the avoidance of doubt, the warranty contained in this clause 12.4 covers scenarios in which the Customer is engaged in “drop shipping” the Goods, which is a process under which the Customer purchases the Goods from ToolStore UK and then sells the Goods directly to its own customer. Whilst ToolStore UK cannot prevent the resale of Goods once title to them has passed under the Contract, any such resale which makes the unauthorised use of ToolStore UK’s Intellectual Property Rights is expressly prohibited under the Contract.
    5. The Customer shall indemnify, keep indemnified and hold harmless ToolStore UK from and against all Losses (calculated on an indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by ToolStore UK arising out of or in connection with any breach of the warranty contained in clause 12.4.
  13. LIABILITY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A CONSUMER
    1. ToolStore UK shall be responsible for loss or damage suffered by the Customer that is a foreseeable result of any failure by ToolStore UK to comply with the Contract but, except as set out in clause 13.2, ToolStore UK shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
    2. ToolStore UK does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death or personal injury caused by ToolStore UK’s negligence or the negligence of ToolStore UK’s employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of the Customers legal rights in respect of the Goods (as stated within clause 9).
  14. LIMITATION OF LIABILITY AND INDEMNITY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A BUSINESS
    1. Nothing in the Contract shall limit or exclude ToolStore UK’s liability for:
      1. (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. (b) fraud or fraudulent misrepresentation; or
      3. (c) any other matter for which it is not legally possible to limit or exclude its liability.
    2. Subject to clause 14.1, ToolStore UK’s shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. (a) loss of profits;
      2. (b) loss of sales or business;
      3. (c) loss of agreements or contracts;
      4. (d) loss of anticipated savings;
      5. (e) loss of use or corruption of software, data or information;
      6. (f) loss of damage to goodwill; and
      7. (g) any indirect, special or consequential Loss.
    3. Subject to clause 14.1, ToolStore UK’s total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any Losses suffered or incurred by it arising under or in connection with this Contract shall be limited to the price of the Goods paid by the Customer to ToolStore UK in cleared funds under this Contract.
    4. The Customer shall fully indemnify ToolStore UK, keep ToolStore UK indemnified and hold ToolStore UK harmless for and against any and all Loss suffered or incurred by ToolStore UK whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Contract.
  15. TERMINATION OF THE CONTRACT BY TOOLSTORE UK
    1. Without limiting its other rights or remedies, ToolStore UK may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of being notified in writing to do so;
      2. (b) the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to perform the Contract; or
      3. (c) becomes subject to any of the events listed in clause 15.2.
    2. For the purposes of clause 15.1, the relevant events are:
      1. (a) the Customer (being a Business) suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
      2. (b) the Customer (being a Business) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. (c) the Customer (being a Business) 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
      4. (d) the Customer (being a Business) suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      5. (e) the Customer's financial position deteriorates to such an extent that in ToolStore UK’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
      6. (f) the Customer (being a Consumer) is the subject of a statutory demand, bankruptcy petition, application or order; and
      7. (g) the Customer (being a Consumer) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation.
    3. Without limiting its other rights or remedies, ToolStore UK may suspend provision of the Goods under the Contract or any other contract between the Customer and ToolStore UK if the Customer becomes subject to any of the events listed in clause 15.2 (a) to clause 15.2 (g), or ToolStore UK reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    4. Without limiting its other rights or remedies, ToolStore UK may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
  16. TERMINATION AND THE RIGHT TO CHANGE YOUR MIND – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A CONSUMER
    1. Where the Customer is a Consumer, it can always terminate the Contract with ToolStore UK. The Customer’s rights when it terminates the Contract will depend on the Goods that it has purchased, how the Customer purchased the Goods, whether there is anything wrong with those Goods, the conduct of ToolStore UK and when the Customer decides to terminate the Contract.
    2. If the Customer is terminating the Contract for any reason set out in clause 15.2(a) to clause 15.2(e), then the Contract will be terminated immediately and ToolStore UK will refund the Customer in full for any Goods which have not been provided. These reasons are:
      1. (a) ToolStore UK has informed the Customer about an upcoming material change to the Contract which the Customer does not agree to (see clause 4.1);
      2. (b) ToolStore UK has informed the Customer about an error in the price or description of the Goods which is ToolStore UK’s fault and the Customer does not wish to proceed;
      3. (c) there is a risk that supply of the Goods may be significantly delayed because of events outside of ToolStore UK’s control (see clause 20 – Force Majeure);
      4. (d) ToolStore UK has suspended supply of the Goods for technical reasons, or notifies the Customer that it is going to suspend them for technical reasons, in each case for a period of more than 1 month; or
      5. (e) the Customer has a legal right to end the Contract because of something that ToolStore UK has done wrong. Please see 9 which sets out ToolStore UK’s legal obligations to the Customer in relation to the supply of Goods, the breach of which may give the Customer the right to terminate the Contract.
    3. Where the Customer has changed its mind about the Goods, then the Customer may be able to receive a refund where it has changed its mind within the cooling off period (see clause 16.4, below), providing that the Contract is entered into on an off-premises or distance basis (all Contracts for the purchase of Goods via the Website will be a distance Contract, on the basis that the Contract is concluded without the physical presence of the parties, using one or more means of distance communication). However, the Customer’s right to change its mind does not apply if the Contract is entered into on-premises, such as at the Store in this instance. Furthermore, any refund under this clause 16 may be subject to reductions and the Customer will be required to pay the costs of returning the Goods to ToolStore UK.
    4. Where the Customer has the right to change its mind in respect of the Goods, the Customer has 14 days after the day that the Goods have been delivered in order to change its mind, unless the Goods are split into several deliveries over different days. In this case the Customer has until 14 days after the day of the last delivery to change its mind about the Goods.
    5. Where the Customer terminates the Contract under this clause 16, the Contract will end immediately and subject to the remaining provisions of these Conditions, ToolStore UK will refund any sums paid by the Customer for any Goods not provided. For the avoidance of doubt, in the event that the Customer has used or otherwise mishandled the Goods during the cooling off period, then any refund will be subject to the reductions set out in clause 16.7.
    6. Any refunds that are due to the Customer under the Contract where the Customer is exercising the right to change its mind will be made using the same method of payment used by the Customer when purchasing the Goods and shall be made within 14 days from the day on which ToolStore UK receives the Goods back from the Customer.
    7. In addition to those reductions referred to in clause 16.3 or otherwise under the Contract, ToolStore UK reserves the right to make further reductions to any refund to reflect any reduction in the value of the Goods, if such has been caused by the Customer’s mishandling of the Goods or any other damage caused by the Customer. In the event that ToolStore UK refunds the Customer before it has had the opportunity to inspect the Goods, upon ToolStore UK’s identifying any loss of value, the Customer must pay to ToolStore UK an appropriate amount as compensation for that loss.
  17. HOW TO TERMINATE THE CONTRACT – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A CONSUMER
    1. To terminate the Contract, please refer to clause 19 which sets out how notices are to be served under the Contract. In the event that the Customer wishes to terminate the contract via telephone, then it will also need to confirm such in writing in accordance with clause 19. Alternatively, the Customer can complete and return the ToolStore UK’s cancellation form, which can be found via the link in their order confirmation.
    2. Where the Customer wishes to terminate the Contract after the Goods have been dispatched, the Customer is required to return the Goods to ToolStore UK, at its registered office address. Where the Goods are not suitable for posting, the Customer shall allow ToolStore UK (or its instructed carrier) to collect them, acting reasonably at all times. Where the Customer is exercising the right to change its mind, it must return the Goods within 14 days of doing so.
    3. ToolStore UK agrees to pay the costs of returning the Goods where the instances in clause 16.2(a) to clause 16.2(e) apply. In all other instances, which shall include where the Customer changes its mind, the Customer shall be responsible for the costs of returning the Goods.
    4. If the Customer is responsible for the costs of returning the Goods and ToolStore UK is arranging for collection to take place, ToolStore UK will charge the Customer for the associated collection costs. Payment for charges under this clause 17.4 shall be made in accordance with the provisions of clause 11.
  18. CONSEQUENCES OF TERMINATATION
    1. Subject, in the case of the Customer being a Consumer, to any refunds (and reasonable deductions) being provided under clause 16 or 17, on termination of the Contract for any reason the Customer shall immediately pay to ToolStore UK all of ToolStore UK’s outstanding unpaid invoices and interest.
    2. Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination. If the Customer is a Consumer, this means the termination of the Contract will not affect the Consumers legal rights should ToolStore UK act in breach of its obligations under the Contract.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  19. NOTICES
    1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
      1. (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company), its principal place of business (if a partnership, sole trader or otherwise), or if the Customer is a Consumer, its residential address; or
      2. (b) sent by email to contact details specified in the Proposal or Order or otherwise as notified previously by that party or contained in these Conditions.
    2. Any notice shall be deemed to have been received:
      1. (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      2. (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
      3. (c) if sent by email, at 9.00 am on the next Business Day after transmission.
    3. This clause does not apply to service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.
  20. FORCE MAJEURE
    1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the Customer is a Consumer, please note the definition of Force Majeure Event at the beginning of these Conditions, which sets out the instances in which this clause 20 may be relevant.
    2. ToolStore UK shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
    3. If a Force Majeure Event prevents, hinders or delays ToolStore UK’s performance of its obligations for a continuous period of more than thirty days, the Customer may terminate the Contract immediately by giving written notice to ToolStore UK and source the Goods from a third party supplier.
  21. CONFIDENTIALITY
    1. Each party undertakes (an undertaking is a promise by each party under the Contract, which if breached could give rise to a claim that a serious breach of the Contract has taken place) that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 21.2.
    2. Each party may disclose the other party’s confidential information:
      1. (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 21; and
      2. (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  22. GENERAL
    1. Assignment and other dealings.
      1. (a) ToolStore UK may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with (Transfer) all or any of its rights or obligations under the Contract. Where the Customer is a Consumer, any assignment or otherwise under this clause shall not adversely affect the supply of the Goods.
      2. (b) The Customer may not Transfer any or all of its rights or obligations under the Contract without the prior written consent of ToolStore UK.
    2. Entire agreement.
      1. (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    3. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    4. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    6. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms as though it were a party to it and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded to the fullest extent permitted by law.
    7. Privacy. Details on how ToolStore UK handles personal information can be found within its Privacy and Cookies Policy, which is available on the ToolStore UK Website at https://www.toolstoreuk.co.uk/information/9-privacy-policy.
    8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    9. Jurisdiction.
      1. (a) Where the Customer is a Business, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
      2. (b) Where the Customer is a Consumer, if the Customer lives in Scotland in can bring legal proceedings under the Contract in either the Scottish or the English courts. If the Customer lives in Northern Ireland it can bring legal proceedings in respect of the products in either the Northern Irish or the English courts