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” or “if the Customer is a Consumer”. Where no such indication is made, the relevant clause shall apply to both Businesses and Consumers.

These Conditions adopt the use of defined terms, which shall be referred to throughout these Conditions and shall have the meaning given to them in clause 1 of 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 purchasing the Goods. Once the Customer purchases the Goods, these Conditions are deemed accepted as is (unless agreed otherwise between the parties).

These terms may have changed since you last reviewed them

IF THE CUSTOMER IS A CONSUMER, ITS ATTENTION IS DRAWN IN PARTICULAR TO CLAUSE 13 (LIMITATION OF LIABILITY)

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 and the relevant Order.

Customer: the Business or Consumer that wishes to purchase or completes a purchase of the Goods 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, trademarks 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: all awards, charges, claims, compensation, costs (including all interest, penalties, legal costs (calculated on a full reimbursement basis) and reasonable professional costs and expenses), damages, demands, expenses, fees, fines, interest, liabilities (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), losses, penalties, and settlements.

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

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 are 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

1. These Conditions shall be interpreted in accordance with the following rules:
  1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  2. 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. 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 which means that all such use shall be considered instead to say “including without limit” or similar; and
  4. a reference to writing or written includes fax and emails.
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 by the other party to these Conditions) that:
  1. 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. 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. if the Customer is a Consumer, it is at least 18 years old; and
  4. 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.
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. via the Website, by selecting the applicable Goods, delivery method and then proceeding to the checkout;
  2. via email:

if the Customer is a business, by contacting sales@tsukwholesale.co.uk; or
if the Customer is a Consumer, by contacting sales@toolstoreuk.co.uk,

1. 1. via telephone:

if the Customer is a business, by contacting 01942 527477; or
if the Customer is a consumer, by contacting 0333 004 3777, or

1. 1. in Store, between the hours of 8:00am to 4:30pm on Business Days.
2. 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.
3. If the Customer is purchasing any Goods based on a proposed Specification submitted by the Customer, it is the Customer’s responsibility to ensure that the Specification is accurately reflected in the Order.
4. If the Customer is a Business, it is responsible for ensuring the pricing of the Order is as expected and where applicable, the Order and any Specification are complete and accurate. ToolStore UK shall not be held liable where the Customer has provided a Specification which is inaccurate and incomplete and ToolStore UK deliver the Goods in line with that Specification.
5. 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. issues a Sales Confirmation; or
  2. dispatches the Goods,

at which point the Contract shall come into existence.

1. Once the Contract has been formed under clause 3.7, 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 3.7.a or otherwise thereafter. To assist ToolStore UK with any queries regarding the Goods, the Customer shall quote the applicable reference number. 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.
2. It is the Customer’s responsibility to ensure that the Goods are suitable for the Customer’s intended application or use.
CHANGES TO THE CONTRACT
1. ToolStore UK reserves the right to change these terms to reflect any changes in relevant laws and regulatory requirements.
2. In the event that ToolStore UK makes a material change to these terms 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.
3. 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 incurred by ToolStore UK as a result of such cancellation.
4. 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 Order. 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.
THE GOODS
1. The Goods are described in the relevant Specification. The Customer acknowledges and agrees that the Goods may vary slightly in colour or the packaging of the Goods may be slightly different.
2. Where Goods have been made to the Customer’s Specification and/or are clearly personalised the Customer is entitled to terminate the Order but shall not be entitled to any refund associated with such personalised Goods.
3. ToolStore UK reserves the right to change the Goods and/or 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.
4. If ToolStore UK makes a change to the Goods that would have a material adverse effect on the Customer once the Order has been placed via the Website, by email or telephone and the Order has not yet been dispatched 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.
5. If for any reason beyond its control, ToolStore UK is unable to supply a particular item of Goods, ToolStore UK will notify the Customer as soon as reasonably practicable. 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).
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 in writing.
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. 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. 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.
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 use a delivery partner to fulfil delivery. Some of which may offer its users the option to have the delivered items (in this case, the Goods) left in a safe place usually done via the delivery partner’s app or website. Somer delivery partners use geolocation information and may add a photograph of the location of the confirmed completed delivery. Where a Customer utilises such option, the delivery shall be considered fulfilled once left at the safe place and ToolStore UK cannot accept liability once the delivery is complete and the liability will shift to the Customer. In the event a delivery attempt is made to the Customer and is unsuccessful, delivery partners may attempt delivery with a neighbour to meet their delivery timeframe as standard practice, utilising geolocation information and usually an added photograph to confirm the completed delivery.
4. For some delivery partners, 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. The Intellectual Property Rights contained within the Promotional Materials are ToolStore UK’s property. For the avoidance of doubt, Customers may not hold itself out as ToolStore UK by using Promotional Materials or delivery wrapping or boxing for the purposes of making Goods available to third parties.
6. Expected Delivery Date: While we strive to meet estimated delivery dates, they are not guaranteed. If ToolStore UK’s supply of Goods is delayed by an event outside its control, it will try to take actions to reduce the delay. As long as ToolStore complies with this, it does not have to compensate the Customer for the delay, but if the delay is likely to be substantial, the Customer can contact ToolStore UK’s customer support team via email at customerservices@toolstoreuk.co.uk or via telephone 03330043777 to terminate the Contract and receive a refund for any Goods it has paid for in advance, but has not received.
7. Reporting Issues: It is the Customers responsibility to inspect the Goods upon delivery. If there is an issue with the Goods, such as damaged Goods or missing items, or if your parcel has not arrived by the expected due date, you must notify us within 7 business days of the expected delivery date.
8. How to Report: To report an issue, please contact our customer support team via email at customerservices@toolstoreuk.co.uk or via telephone 03330043777 with your order number and details of the problem. For delivery failures or issues, the Customer must report such issues within 7 days of the expected delivery date. Where no such report is made, ToolStore UK may not be able to verify delivery information with its delivery partner. The Customer may therefore forfeit its rights to a remedy in respect of failed or late delivery.
QUALITY – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A BUSINESS
1. The Customer shall be required to inspect the Goods immediately upon receipt.
2. In the event that:
  1. there are any damages or defects in the Goods; or
  2. an incorrect quantity of the Goods has been received; or
  3. anything other than the Goods are received,

the Customer shall be required to notify ToolStore UK within 7 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).

1. Without prejudice to clause 8.1 and subject to the Customer’s warranty at clause 3.5, ToolStore UK warrants that on delivery and for a period of 12 months from the date of the delivery (Warranty Period), the Goods shall:
  1. conform in all material respects with their description and any applicable Specification;
  2. be free from material defects in design, material and workmanship;
  3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
  4. be fit for the purpose stipulated by ToolStore UK.
2. The Business acknowledges that 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.
3. Subject to clause 8.6, if:
  1. 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. ToolStore UK is given a reasonable opportunity of examining such Goods; and
  3. 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),

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). These terms shall apply to any repaired or replacement products supplied by us only for the period of the original Warranty Period in respect of the original Goods provided and these are the sole and exclusive remedies of the Customer.

1. 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. the Customer makes any further use of such Goods after giving notice in accordance with clause 8.5(a);
  2. 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. the defect arises as a result of ToolStore UK following any drawing, design or Specification supplied by the Customer;
  4. the Customer alters or repairs such Goods without the written consent of ToolStore UK;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  6. 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.
2. 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.
3. 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.
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. via telephone: 03330 043777;
  2. via email: customerservices@toolstoreuk.co.uk; or
  3. 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.
4. The Customer shall be required to inspect the Goods within a reasonable period of time following delivery taking place. In the event that:
  1. there are any damages or defects in the Goods; or
  2. an incorrect quantity of the Goods has been received; or
  3. anything other than the Goods are received,

the Customer shall notify ToolStore UK in writing within a reasonable period of time after becoming aware of such event occurring (and in any event, in accordance with the timescale in clause 7.7 within 7 business days).

1. Subject always to the Customer’s rights under the CRA and to clause 9.6, if:
  1. the Customer gives notice in writing to ToolStore UK in accordance with clause 9.4
  2. ToolStore UK is given a reasonable opportunity of examining such Goods; and
  3. 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 CRA)),

then, in respect of those Goods, the Customer shall have the rights set out within the CRA (which, for the avoidance of doubt, this clause 9 does not seek to limit or exclude). To the extent that a refund is requested, original equipment manufacturers are likely to carry out testing to determine such fault and only following such testing will a refund be considered. Different manufacturers have different testing timescales and as such ToolStore UK ordinarily expect refunds (to the extent applicable) to take around 14 days from the date on which returned Goods have been received by or on behalf of ToolStore UK.

1. However, subject always to the CRA, ToolStore UK shall have no responsibility for any defects in the Goods in any of the following events:
  1. the Customer makes any further use of such Goods after giving notice in accordance with clause 9.4;
  2. 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. the defect arises as a result of ToolStore UK following any drawing, design or Specification supplied by the Customer;
  4. the Customer alters or repairs such Goods without the written consent of ToolStore UK;
  5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  6. 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.
TITLE AND RISK – THIS CLAUSE ONLY APPLIES IF THE CUSTOMER IS A BUSINESS
1. Risk in Goods shall pass to the Customer on Delivery.
2. Title to the Goods shall not pass to the Customer until the earlier of:
  1. ToolStore UK receiving payment in full (in cash or cleared funds) for the Goods; or
  2. 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.
3. Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as ToolStore UK’s property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price. The Customer shall obtain an endorsement of ToolStore UK's interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow ToolStore UK to inspect the insurance policy;
  4. notify ToolStore UK immediately if it becomes subject to any of the events listed in clause 15.2; and
  5. give ToolStore UK such information relating to the Goods as ToolStore UK may require from time to time.
4. Subject to clause 10.5 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. it does so as principal and not as ToolStore UK’s agent; and
  2. title to the Goods shall pass from ToolStore UK to the Customer immediately before the time at which resale by the Customer occurs.
5. 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. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
  2. ToolStore UK may at any time:

require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

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. 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. request by the Customer to change the delivery and/or performance date(s), quantities or types of Goods ordered, or the Specification; or
  3. 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, or where the Customer has a trade account with ToolStore UK, the Customer shall pay each invoice in full and in cleared funds within 30 days end of month or such other time as has been agreed between the parties n writing.
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).
7. If the Customer is a Business:
  1. 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.
  3. 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).
8. 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. 8% per annum above the Bank of England's base rate from time to time if the Customer is a Business; or
  2. 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.
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 other than ability to use the Goods for the purposes which they are made available and where the Customer wishes to make any other 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. If the Customer is a Business:

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(a) 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 in the Promotional Materials is expressly prohibited under the Contract.

The Customer shall fully indemnify ToolStore UK from and against all Losses suffered or incurred by ToolStore UK arising out of or in connection with any breach of the warranty contained in clause 12.3 (a).

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 Losses 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 ToolStore UK and the Customer knew it might happen, for example, if the Customer discussed it with us during the sales process;
  - any Losses caused by a delaying event that is outside ToolStore UK’s control as long as ToolStore UK have taken the steps in clause 7.6; or
  - any Losses that were avoidable if the Customer had taken reasonable action to avoid such Losses (for example, following ToolStore UK’s instructions relating to the Goods).
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).
3. Subject to clause 13.1, the maximum amount the Customer can recover from ToolStore UK would be a sum equivalent to the price you have paid for the Goods.
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:
  - death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
  - fraud or fraudulent misrepresentation; or
  - 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:
  - loss of profits;
  - loss of sales or business;
  - loss of agreements or contracts;
  - loss of anticipated savings;
  - loss of use or corruption of software, data or information;
  - loss of damage to goodwill; and
  - 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 Losses 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.
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:
  - 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;
  - 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
  - becomes subject to any of the events listed in clause 15.2.
2. For the purposes of clause 15.1, the relevant events are:
  - If the Customer is a Business and it:
    1. 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. 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. 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; or
    4. suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  - 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;
  - If the Customer is a Consumer and it:
    1. is the subject of a statutory demand, bankruptcy petition, application or order; and
    2. 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.

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 as a Business becomes subject to any of the events listed in clause 15.2 (a)(1) to clause 15.(b) or if the Customer as a Consumer becomes subject to any of the events listed in clause 15.(b) to 15(c)(2), 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.
- 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 in accordance with clause 5.3.
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.

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 by serving notice in accordance with clause 19 below. 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. The Customer may terminate the Contract immediately upon notice to ToolStore UK for the reasons outlined in clauses 16.2(a) to 16.2(e) below and ToolStore UK will refund the Customer in full for any Goods which have not been dispatched or delivered. These reasons are:
  - ToolStore UK has informed the Customer about an upcoming material change to the Contract which the Customer does not agree to (see clause 5.4);
  - 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;
  - 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);
  - 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
  - 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. The Customer may change its mind about the Goods after delivery of the Goods within the cooling off period (see clause 16.4, below), provided 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). 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 changes its mind in respect of the Goods, the Customer has 14 days after the day that the Goods have been delivered to notify ToolStore UK that it has changed 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 notify ToolStore UK of its decision to change its mind about the Goods.
5. Where the Customer terminates the Contract under clauses 16.2 to clause 16.4, subject to the remaining provisions of these Conditions, ToolStore UK will refund any sums paid by the Customer for any Goods not provided (except that ToolStore UK will only refund the costs for standard delivery, regardless of whether the Customer has paid for express or nominated day delivery). 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’s use of the Goods.
8. 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 Sales Confirmation.
9. Where the Customer wishes to terminate the Contract after the Goods have been delivered, 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 notifying ToolStore UK of its decision to do so.
10. 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.
11. 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 16.11 shall be made in accordance with the provisions of clause 11.
CONSEQUENCES OF TERMINATATION
1. If the Customer is a Consumer, subject to any refunds (and reasonable deductions) being provided under clause 16, 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.
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:
  - 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
  - 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:
  - if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
  - 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
  - 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.
FORCE MAJEURE
1. Neither party shall be in breach of this Contract nor shall they be 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 19 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.
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 20.2.
2. Each party may disclose the other party’s confidential information:
  - 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 20; and
  - 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.
GENERAL
1. Assignment and other dealings.
  - 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 or warranties and guarantees provided to the Customer.
  - 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.
  - If the Customer is a Business, it acknowledges and agrees that:
    1. 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. 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.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. Even if ToolStore UK delay in enforcing this contract, ToolStore UK can still enforce it later. ToolStore UK might not immediately chase the Customer for not doing something (like paying) or for doing something it’s not allowed to, but that doesn’t mean ToolStore UK can't do it later.
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.
Third party rights. This contract is between the Customer and Toolstore UK. Nobody else can enforce it (other than someone the Customer (as a Consumer) gave the Goods to as a present) and neither party will need to ask anybody else to sign-off on ending or changing it.
Details on how ToolStore UK handles personal data 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.
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.
- 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.
- Where the Customer is a Consumer, if the Customer lives in England, it can bring legal proceedings in the English courts. 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

Ts & Cs

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

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