General Terms & Conditions

WAGSTAFF BROS., LIMITED
Terms & Conditions for Online Sales (v1: 2022)

DEFINITIONS

1.1.

“Consumer” means a Customer who is purchasing Goods as an individual for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. For the avoidance of doubt, an individual who is purchasing Goods on behalf of a company or other organisation is not a Consumer.

1.2.

“Customer” means the person or company placing an order through the Website.

1.3.

“Day” means a calendar day, but excludes Good Friday, Christmas Day and bank holidays. Where an act is required to be done within a specified period or from a specified date, the period begins immediately after that date.

1.4.

“Delivery Address” means the address given for delivery of the Goods by the Customer when placing its order.

1.5.

“Goods” means the Goods to be supplied to the Customer under the Contract, as identified by Wagstaff’s order acceptance.

1.6.

“Insolvent” includes (i) entering administration or having an administrative receiver, receiver or manager appointed; (ii) passing a resolution for winding up without making a statutory declaration of solvency; (iii) the making of a winding up order or bankruptcy order against the relevant party; (iv) entering into an arrangement, compromise or composition in satisfaction of debts (but not a scheme of arrangement as a solvent company for the purposes of amalgamation or reconstruction) or becoming subject to a moratorium under Part A1 of the Insolvency Act 1986; (v) any analogous arrangement, event or proceedings, including in any other jurisdiction.

1.7.

“Offer” means the offer or offers made by the Customer in placing an order with Wagstaff, as further described in clause 2.1 below.

1.8.

“Price” means the amount payable by the Customer for the Goods, any delivery charges, and any installation services, as set out in Wagstaff’s order acceptance.

1.9.

“Wagstaff” means Wagstaff Bros., Limited, a company registered in England & Wales with company number 00295393.

1.10.

“Website” means the Wagstaff online shop located at www.wagstaffonline.co.uk.

THE CONTRACT

2.1.

The Customer may place an order through the Website. The order is an offer by the Customer to buy either Goods and/or Goods and Services from Wagstaff on the terms set out in these Terms and Conditions for Online Sales (the “Offer”). If the Customer has ordered more than one item of Goods, then each individual ordered item constitutes a separate Offer, which Wagstaff may accept or reject.

2.2.

On receipt of an order, Wagstaff may:

2.2.1.	accept the order (in whole or in part), in which case an Order Confirmation will be sent to the Customer; or
2.2.2.	reject the order.

2.3.

If Wagstaff accepts the order (whether in whole or in part), the acceptance creates a Contract incorporating the following documents:

2.3.1.	Wagstaff’s Order Confirmation;
2.3.2.	these Terms and Conditions for Online Sales (the “Conditions”);
2.3.3.	any specific terms which have been negotiated and agreed in writing between the Customer and Wagstaff, prior to the Customer’s order, as being applicable to any Contract between Wagstaff and the Customer;
2.3.4.	the other terms and information provided by Wagstaff on the Website, including Wagstaff’s policies and any specific information or descriptions provided in relation to the Goods;
2.3.5.	the Customer’s Offer.

2.4.

If there is any discrepancy or conflict between the documents which make up the Contract, then:

2.4.1.	the order of priority is as they are listed in clause 2.3, in descending order; except that
2.4.2.	if the Customer is a Consumer, then Section 9 of these Conditions shall take precedence over any other term in the Contract.

THE GOODS

3.1.

The Goods shall correspond in quantity, dimension and other specification(s) with the description stated in the Contract

3.2.

The Goods shall be of satisfactory quality.

3.3.

The Goods shall be reasonably fit for the purposes for which goods of the same type are commonly supplied. Unless expressly agreed in writing between the parties, Wagstaff has not undertaken to advise the Customer on the suitability of any Goods for any particular purposes and Wagstaff therefore does not warrant that the Goods will be fit for any specific purpose required by the Customer.

3.4.

The Customer acknowledges that any promotional material relating to the Goods, including that shown on the Website, is for general illustration only and that the actual Goods supplied may be modified or varied by reason of (a) production techniques and/or reasonable variation in the manufacturing process or (b) product development or improvement by the manufacturers. Accordingly, while the Goods will generally be in accordance with the promotional material made available to the Customer, Wagstaff does not warrant that the Goods will correspond precisely with such promotional material.

3.5.

Wagstaff uses reasonable endeavours to ensure that information on the Website is accurate. However, Wagstaff does not warrant the accuracy of any information provided.

3.6.

Information provided about the Goods on the Website (including information as to weight or dimensions) is approximate only and subject to a reasonable margin for manufacturing tolerance.

DELIVERY

4.1.

Wagstaff will deliver the Goods to the Delivery Address on the date agreed with the Customer. If no date has been agreed, or if that date cannot be met for any reason, then Wagstaff shall make the delivery as soon as reasonably possible. The Customer shall accept the delivery.

4.2.

Delivery may be made in separate instalments.

4.3.

The Delivery Address must be located within the United Kingdom.

4.4.

Time for delivery is not of the essence of the Contract.

4.5.

Wagstaff will use reasonable endeavours to deliver the Goods to the Delivery Address on the date agreed, but the Customer acknowledges and agrees that any such date is an estimate and Wagstaff cannot accept any liability for loss, damage or expense incurred by the Customer by reason of any delay to delivery.

4.6.

If Wagstaff attempts to deliver the Goods to the Delivery Address and the Customer does not accept delivery, then Wagstaff shall be entitled to charge the Customer a reasonable sum in respect of storage costs and the costs of making a second delivery.

4.7.

Unless otherwise agreed in writing, the Goods will be unloaded and delivered to the Customer’s kerb side or, where possible, entry door. The Customer is solely responsible for transporting the Goods into its premises, including that the Customer will provide any equipment required to safely lift and transport the Goods.

4.8.

It is the Customer’s responsibility to unpack and, if applicable, construct any items. The Customer is responsible for properly disposing of any pallets or packaging left with the delivery.

4.9.

Risk in the Goods shall pass to the Customer immediately on delivery. Title in the Goods shall not pass until the later of (a) delivery or (b) receipt of full payment of the Price in cleared funds.

THE PRICE AND PAYMENT

5.1.

Unless otherwise agreed between Wagstaff and the Customer, the Customer is required to pay the Price in full by credit or debit card at the time of placing an order.

5.2.

Until such time as the Contract is made, Wagstaff shall retain the Price on account. If the order, or any part of the order, is not accepted, then Wagstaff will return the payment made by the Customer in respect of any part(s) of the order not accepted. If the order is accepted, then Wagstaff shall issue an invoice to the Customer confirming both the Price and the payment(s) received from the Customer.

5.3.

Prices on the Website may be displayed inclusive or exclusive of VAT. If Prices are displayed exclusive of VAT, VAT will be payable in addition in accordance with statute.

5.4.

While Wagstaff endeavours to display any applicable delivery charges on the product webpage where is able to do so, delivery charges may not always be displayed as these may vary depending on the Customer’s location and the quantity of Goods ordered. The Customer is asked to note that additional delivery charges may apply to some locations; these will be advised to the Customer at the time the order is placed.

5.5.

Delivery charges will be calculated and added to the Customer’s basket at check out. Delivery charges may be applied to individual products where these are delivered from different locations or direct from the manufacturer.

5.6.

For some remote locations it may not be possible to calculate delivery charges through the Website. Where this is the case the Customer should contact Wagstaff using the email address supportonline@wagstaffonline.co.uk to obtain a complete quotation including delivery charges and to place its order.

5.7.

Wagstaff uses reasonable endeavours to ensure that all prices shown on the Website are correct and kept up to date. However, from time to time it may be the case that Wagstaff identifies pricing errors on the Website. If any pricing error is identified which affects an order placed by the Customer, then Wagstaff will contact the Customer to ascertain whether the Customer wishes to place its order on the corrected price or whether the Customer would prefer to cancel the order. If Wagstaff is unable to obtain confirmation from the Customer within a reasonable time, then Wagstaff will cancel the order and give the Customer a full refund of any sums paid on account of the Price

INSTALLATION SERVICES

6.1.

This Section 6 applies where Wagstaff has agreed to carry out the installation of the Goods as an additional service to the Customer

6.2.

Wagstaff shall perform the installation services at the premises agreed between the Parties using reasonable skill and care and within a reasonable time.

6.3.

The Customer shall grant Wagstaff safe and unobstructed access to the premises at the times required by Wagstaff to carry out the installation services.

6.4.

The Customer shall provide all information reasonably required by Wagstaff in order to perform the installation services. The Customer warrants that it has informed Wagstaff prior to the commencement of the installation services of any particular risks or features of the premises which may affect the installation.

6.5.

The Customer is responsible for ensuring that the relevant area of the premises is suitable for the installation and has been cleared and prepared ready for the installation. If on Wagstaff attending the premises it becomes evident that the area is unsuitable or has not been cleared or prepared, then Wagstaff will be entitled to be reimbursed by the Customer for its additional costs incurred as a result, including personnel time, the costs of any revisit and storage charges.

6.6.

Wagstaff will take reasonable steps to protect the premises and the Customer’s property at the premises from damage during the installation. However, Wagstaff is not liable for any unavoidable damage incurred as a result of the installation, and Wagstaff is not responsible for any pre-existing defects in the premises.

6.7.

Wagstaff will maintain public and employer’s liability insurances during the installation services. The Customer shall ensure that the premises where the installation is carried out are fully insured on customary and usual terms prevailing for the time being in the insurance market. The Customer will indemnify Wagstaff against any risks which are covered by that insurance (or should have been covered by that insurance, in the event that the Customer is in breach of its obligation under this clause).

6.8.

Wagstaff does not carry out electrical works or data connection works. It is the Customer’s responsibility to engage an appropriately qualified specialist to carry out any electrical or data connections required.

6.9.

If within 12 months of the date of the installation, any defects appear in the Goods or the installation, then the Customer shall notify Wagstaff of the defects. Within a reasonable time of receiving the notice, Wagstaff shall attend the premises to inspect the Goods and the installation. If the Goods and/or the installation are defective by reason of any breach of this Contract, then Wagstaff will repair or replace the Goods and/or the installation without charge to the Customer.

6.10.

Wagstaff shall have no responsibility for any defects appearing more than 12 months after the date of the installation.

DEFECTS, WARRANTIES AND LIABILITY

7.1.

The Customer should note that if it is a Consumer it has additional rights which are set out in Section 9, which take precedence over this Section 7.

7.2.

The Customer shall on delivery or as soon as reasonably possible thereafter inspect the Goods.

7.3.

The Customer shall notify Wagstaff within 7 days at supportonline@wagstaffonline.co.uk, quoting the order/Contract number, if the Goods are defective, damaged or do not otherwise correspond to the Contract (whether in quantity description or quality). The Customer must provide full details of the defect and shall provide any further information reasonably requested by Wagstaff, including photographic images. The Customer is otherwise deemed to have accepted the Goods.

7.4.

Wagstaff will either collect the Goods or will give the Customer directions as to how to return the Goods. The Customer must not attempt to return any Goods without first contacting Wagstaff and obtaining Wagstaff’s directions as to how and where the Goods are to be returned. This is because Goods may have been dispatched from separate locations or direct from the manufacturer. If the Customer attempts to return Goods without obtaining the correct address from Wagstaff, or fails to include important information such as a return note with the Goods, this may lead to the return being delayed or Goods becoming lost.

7.5.

Minor or trivial imperfections and variations which are a reasonable artifact of the manufacturing process are not considered to be defects.

7.6.

Provided that the Customer has given notice within 7 days of delivery, Wagstaff will repair or replace any Goods which are defective or faulty.

7.7.

If the Customer returns Goods as defective for repair or replacement and on inspection the Goods are free of defect, then Wagstaff reserves the right to charge the Customer its reasonable costs incurred as a result (including collection costs and a reasonable amount for servicing the Goods and/or any restocking charges, or the costs of disposal of the Goods if the Goods are no longer suitable for sale).

7.8.

For the avoidance of doubt, Wagstaff is not liable for any of the following, which are not “defects” in the Goods:

7.8.1.	wear and tear;
7.8.2.	acts of the Customer or any third party, including any damage or defect which is caused or contributed to by any alteration, method of storage, installation works, accidents, or improper use or misuse;
7.8.3.	failure to comply with any operating or maintenance instructions supplied with the Goods.

7.9.

Wagstaff is not liable for any delay in performing the Contract or any failure to perform the Contract that is caused by any event outside Wagstaff’s reasonable control (including, but not limited to, strikes, lockouts, industrial action, fire, storm, flood, any occurrence of pandemic or epidemic disease and/or other natural disasters, changes in the law or acts of any local or national government bodies, the effects of the United Kingdom leaving the European Union, the outbreak of war or hostilities, or the insolvency of any suppliers or manufacturers of the Goods). If the Contract cannot be performed, then the Customer’s sole entitlement is to a refund of the Price. If the Contract has been partially performed, the refund will be of a reasonable proportion of the Price.

7.10.

Wagstaff has no liability to the Customer for any indirect or pure economic loss, including but not limited to loss of production, loss of profit, loss of business or any consequential loss or damage arising under or in connection with the Goods.

7.11.

Nothing in this clause excludes or restricts any liability which Wagstaff may have for death or personal injury resulting from its own negligence, fraud, fraudulent misrepresentation, or any other liability which may not be exceeded by law.

7.12.

Save as aforesaid, Wagstaff’s liability under or in connection with the Contract (whether arising by breach of contract, in tort (including negligence), by breach of statutory duty or by any other default shall be limited to an aggregate sum equivalent to the Price or £1,000 (whichever is the greater).

CANCELLATION, RETURNS AND REFUNDS

8.1.

If the Customer is a Consumer, then the Customer has additional rights which take precedence over this Section 8. These are set out in Section 9 of these Conditions, below.

8.2.

If within 60 days of the agreed delivery date (or within 90 days of the order acceptance, if no delivery date has been agreed), Wagstaff has without good reason failed to deliver the Goods, then the Customer may give Wagstaff a written notice requiring Wagstaff to make delivery. If within 30 days of that further notice, Wagstaff still has not made delivery, then the Customer may by written notice cancel the Contract and:

8.2.1.	Wagstaff shall refund the Price to the Customer;
8.2.2.	if delivery of the Goods is by instalments, such cancellation and refund shall only apply to the instalments which have not be delivered at the date of the cancellation.

Wagstaff shall have no other liability to the Customer in respect of the cancellation.

8.3.

Wagstaff may cancel the Contract by written notice to the Customer if:

8.3.1.	the Price has not been paid upfront and the Customer is in default of the agreed payment terms under this or any other Contract between the Customer and Wagstaff; or
8.3.2.	the Customer is Insolvent.

If Wagstaff cancels the Contract under this clause, Wagstaff will refund the Price less Wagstaff’s reasonable costs incurred in relation to the Contract.

8.4.

If delivery is refused at the Delivery Address, then this may (at Wagstaff’s discretion) be treated as a return. In this case, Wagstaff shall notify the Customer that the Goods have been returned, the Contract is treated as cancelled, and Wagstaff will refund the Customer an amount equivalent to the Price less any delivery and restocking charges.

8.5.

Wagstaff may by notice to the Customer cancel the Contract for any other reason, including (but not limited to) lack of stock availability or inability to deliver the Goods. In the event of cancellation by Wagstaff, the Customer will be entitled to a refund of the Price paid for the Goods. Wagstaff shall have no other liability whatsoever to the Customer in respect of the cancellation.

8.6.

Cancellation shall not otherwise affect any accrued rights and remedies of either Party.

ADDITIONAL TERMS WHERE THE CUSTOMER IS A CONSUMER

9.1.

This Section 9 applies only where the Customer is a Consumer.

9.2.

The terms implied into a Consumer contract by the Consumer Rights Act 2015 apply to this Contract and take precedence over any other term of the Contract.

9.3.

The Consumer must not return any Goods without first contacting Wagstaff and obtaining instructions for the address to which returns are to be sent. This is because Goods may have been dispatched from separate locations or direct from the manufacturer. If the Consumer attempts to return Goods without obtaining the correct address from Wagstaff, or fails to include important information such as a return note with the Goods, this may lead to the return being delayed or Goods becoming lost.

9.4.

Consumer Rights in relation to Defective or Faulty Goods. In addition to any rights set out elsewhere in the Contract, if any Goods are defective or faulty (in the sense that they do not comply with the requirements of the Consumer Rights Act 2015), then the following provisions apply.

9.4.1.	If the Goods develop a defect or fault within 30 days of the date of delivery, then the Consumer may notify Wagstaff within that 30 day period that it wishes to reject the Goods. The Consumer shall return the Goods to Wagstaff and Wagstaff will, as agreed with the Consumer, either exchange the Goods or give a full refund (including of any costs reasonably incurred by the Consumer in returning the Goods).
9.4.2.	Otherwise, if the Goods develop a defect or fault, then the Consumer may notify Wagstaff of the problem and return the Goods to Wagstaff and Wagstaff will either repair or replace the Goods, or if it is not possible or proportionate to repair or replace the Goods, will contact the Consumer to discuss what other remedy would be appropriate in the circumstances.
9.4.3.	The Consumer must contact Wagstaff at supportonline@wagstaffonline.co.uk, quoting the order/Contract number, to give notices under clauses 9.4.1 or 9.4.2 and to make arrangements for the return.
9.4.4.	Wagstaff may request details of the defect or fault, including photos of any damage, before the return is made. This information should be provided by the Consumer.
9.4.5.	For the avoidance of doubt, the Consumer is asked to note that the presumption that any Goods that develop a defect or fault within 6 months of the date of delivery under the Consumer Rights Act 2015 does not mean that any Goods which have been deliberately altered or modified by or on behalf of the Consumer or which have become damaged through accident, wear and tear or misuse are automatically “defective”. If on inspection it becomes evident that the Goods are not defective, then Wagstaff will contact the Consumer to ascertain whether the Consumer wishes the Goods to be repaired at the Consumer’s cost. If the Consumer does not wish to pay for the repair, or if a repair is not possible, Wagstaff will (at the Consumer’s election and cost) either return or dispose of the Goods.

9.5.

Consumer Right to Cancel. The Consumer may not cancel the Contract if the Contract was for Goods which are manufactured to the Consumer’s order or which have been specially manufactured or modified for the Consumer, unless the Goods are defective.

Otherwise, the Consumer is entitled to cancel its order or the Contract without giving a reason at any time from the date the order is submitted up to the date 14 days after the day the Goods are fully delivered, by giving Wagstaff a notice of cancellation.

9.5.1.	The notice of cancellation should be sent to supportonline@wagstaffonline.co.uk. It must identify the order/Contract and set out clearly that the Consumer wishes to cancel.
9.5.2.	If the Goods have already been delivered, then the Consumer should return the Goods in their original unused condition free of any mark or damage, and as far as reasonably possible in the original packaging.
9.5.3.	The Consumer is responsible for arranging the return of the Goods to Wagstaff and will pay all carriage costs. The Consumer will include a return note or reference so that Wagstaff is able to identify the order to which the returned Goods relate.
9.5.4.	If the Goods are of a nature that cannot be returned by post, then the Consumer must follow Wagstaff’s reasonable directions as to how the Goods should be prepared for return, and will hand the Goods over to Wagstaff’s authorised collection agent.
9.5.5.	Wagstaff cannot be responsible for any packages lost or damaged by the Consumer’s chosen method of delivery for the return. The Consumer is advised to obtain proof of posting and insurance against loss or damage.
9.5.6.	Wagstaff will refund the Price within 14 days of the notice of cancellation or 14 days of receiving the returned Goods in their original condition (whichever is the later).
9.5.7.	If the Goods are returned after delivery, and the Consumer chose an enhanced method of delivery, then Wagstaff will reimburse only an amount equivalent to the standard delivery charges which would have applied to the delivery had the Consumer not chosen the enhanced method of delivery. Wagstaff will not reimburse the Consumer’s own costs incurred in returning the Goods, unless it is shown that the Goods were defective, and may deduct its own costs incurred in relation to the return from the amounts refunded to the Consumer.
9.5.8.	If the Goods are not returned in their original condition, then Wagstaff may be entitled to retain a portion of the Price to compensate for the loss in value of the Goods. If this applies Wagstaff will notify the Consumer of the portion of the Price that is being retained and the reasons for the retention.
9.5.9.	This clause 9.5 does not affect the Consumer’s rights in respect of Goods which are defective.

10.

LAW, DISPUTE RESOLUTION AND OTHER MATTERS

10.1.

The Customer may not assign any right or benefit under this Contract, without the prior written consent of Wagstaff.

10.2.

It is not intended that any person other than Wagstaff and the Customer have any rights under this Contract, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

10.3.

In these Conditions, headings are for convenience only and shall not affect the interpretation thereof.

10.4.

Should any part of this Contract be found to be illegal, unenforceable and/or otherwise invalid, that part shall be deemed severed and deleted, and the remaining part of the Contract shall remain enforceable and of full force and effect.

10.5.

As between the Customer and Wagstaff, copyright and all intellectual property rights in the Goods, the Website, any promotional material, any operating and maintenance instructions or any other documents or information shall remain vested in Wagstaff. The Customer is granted a limited licence of such intellectual property rights solely for the purposes of using the Website, purchasing Goods, and using, maintaining and disposing of the Goods.

10.6.

The Contract will be governed by and construed in accordance with the law of England.

10.7.

If any dispute or difference arises under or in connection with this Contract (a “Dispute”):

10.7.1.	if the Customer is a Consumer resident in Wales, Scotland or Northern Ireland, then the courts of that country shall have non-exclusive jurisdiction over that Dispute;
10.7.2.	otherwise (and save in respect of any proceedings brought to enforce a judgment or order of the relevant court) the Courts of England shall have exclusive jurisdiction over the Dispute.