Terms & Conditions
1.1 In these conditions the following words have the following meanings unless the context requires otherwise:
means any contract between You and Us incorporating these conditions, the Order Form and any order acknowledgement issued by Us for the sale of Products and/or the provision of the Services;
means any person who purchases Products and/or Services from Us not in the course of business;
means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
means any order form for Products and/or Services submitted by you on the Website or which We complete with You over the telephone;
means any products and/or goods to be supplied by Us to You under the Contract;
means the services and/or work to be performed by Us for You under the Contract;
means the website situated at the URL www.angelsprings.com;
“We, Us, Our”
means Angel Springs Limited (company number 02418453) whose registered office is at Signature House, Spring Road, Lanesfield Drive, Eltingshall, Wolverhampton WV4 6UB trading as Angel Springs; and
“You, Your, Yours”
means the person whose Order Form is accepted by Us.
2. Basis Of Contract
2.1 These conditions shall govern the agreement between Us and You.
2.2 Nothing in this Contract shall exclude or limit any of Your statutory rights which may not be excluded or limited due to You acting as a Consumer. Where You are acting as a Consumer any clause marked with an asterisk (*) may, subject to determination by the courts, have no force or effect.
2.3 Clauses in bold italics will only be applicable to You if You are acting as a Consumer and will not apply to You if You are acting in the course of business.
2.4 These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to You by Us.
2.5 *These conditions shall govern the Contract to the exclusion of any other terms or conditions. No variation to these conditions shall be binding on Us unless agreed in writing between You and Us.
2.6 Our employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products and/or Services unless confirmed by Us in writing.
2.7 *No oral warranties or representations shall bind Us.
2.8 *You acknowledge that You do not rely on any representation and/or warranty which has not been made in accordance with these conditions.
3. Orders And Contract
3.1 You are responsible for the accuracy of Your order including, but not limited to, the accuracy of all information You provide in the Order Form.
3.2 You are responsible for providing Us with all and any information necessary for Us to perform the Contract.
3.3 The Contract between Us and You shall come into effect when We accept Your Order Form by issuing an order acknowledgement to You or when We start to deliver the Products and/or the Services if earlier.
3.4 We may refuse to accept any order at any time before the Contract comes into effect. Our reasons for such refusal may include, but are not limited to, if Products are not available or, if We cannot obtain Your bank’s authorisation for Your payment.
4. Delivery and/or Performance
4.1 Dates and times for delivery and/or performance are estimates only and are not guaranteed. They are also subject to any matter beyond Our reasonable control.
4.2 *You shall not be entitled to cancel the Contract for late delivery or performance and We shall have no Liability for late delivery or performance.
4.3 We will use reasonable endeavours to ensure delivery and/or performance on the dates We notify to You.
4.4 *Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any instalment shall not entitle You to cancel this Contract as a whole.
4.5 *Where Services are to be performed in stages, each separate stage shall constitute a separate and distinct contract and failure by Us to deliver, or any claim by You in respect of, any stage shall not entitle You to cancel this Contract as a whole.
4.6 We are not required to fulfil orders for Products and/or Services in the sequence in which they are placed.
4.7 Unless We confirm otherwise, the Products will be delivered by Us or Our courier between 7.30am and 5.30pm on working days. Further delivery information is available on the Website.
4.8 You agree that You will provide Us with sufficient access to premises and utilities as required by Us to carry out the Services.
4.9 You agree that You will ensure the premises at which the Services are to be performed are prepared in accordance with our reasonable instructions before the date on which the Services are due to start. For example, You must ensure that We have sufficient access to a working and accessible mains water supply and mains power supply socket connection.
4.10 If You refuse or fail to take delivery of the Products or to allow performance of the Services, or if You fail to meet Your obligations in respect of the Services (unless this is due to Our fault) then:
4.10.1 You must pay any costs reasonably incurred by Us as a result of your refusal or failure;
4.10.2 We shall be entitled to withhold delivery of any other Products and/or performance of any other Services; and
4.10.3 We may treat the Contract as cancelled by You.
5. Price And Payment
5.1 The price of the Products and/or the Services shall be as quoted by Us on the Website or, in respect of orders placed over the telephone, over the telephone when You submit Your Order Form.
5.2 Except as otherwise stated, Our prices include delivery. In certain circumstances We may charge for delivery and if We do We will confirm any applicable delivery costs at the time You submit Your Order Form.
5.3 Our prices are inclusive of any applicable VAT, but We will also show the VAT exclusive price on the Website for Your information.
5.4 While We try and ensure that all prices quoted on the Website or over the telephone are accurate, errors may occur. If We discover an error in the price of the Products You have ordered We will inform You as soon as possible and give You the option of either reconfirming Your order at the correct price or cancelling it. If We are unable to contact You We will treat the order as cancelled. If You cancel an order due to an error in price and We have already received payment for the Products and/or Services, You will receive a full refund.
5.5 Unless We agree otherwise, payment is due at the time You submit Your Order Form. If We do not accept Your order, We will refund You any payment made by You in respect of such cancelled order.
5.6 You must pay all sums due to Us in full by either debit or credit card. By ordering Products and/or Services You are giving Us Your consent to pass details on to Our appointed secure payment provider for the purposes of processing Your payment.
6.1 Your cancellation rights in clauses 6.2 and 6.3 prevail over any other circumstances in which You may be entitled to cancel Your order under these conditions.
6.2 If You are acting as a Consumer You may cancel Your order for Products:
6.2.1 if You place Your order on the Website, at any time within the 7 working days following the day on which You receive such Products; or
6.2.2 if You place Your order by telephone, at any time within the 7 working days following the day on which You receive such Products or the day on which You receive Our order acknowledgement, whichever is the later.
unless the packaging of Products sealed for hygiene and/or health and safety reasons (for example bottled water, water filters, filter taps) has been unsealed in which case You will not be entitled to cancel Your order for those Products under this clause.
6.3 If You are acting as a Consumer You may cancel Your order for Services:
6.3.1 if You place Your order on the Website, at any time within the 7 working days following the day on which You placed Your order; or
6.3.2 if You place Your order by telephone, at any time within the 7 working days following the day on which You receive our order acknowledgement unless the Services start with your agreement before the expiry of the cancellation periods set out above in which case Your right to cancel your order for Services under this clause will end when the Services start.
6.4 If You want to cancel any Contract in accordance with this clause, You must notify Us in writing within the relevant timescale set out in this clause. If any Products have already been sent by Us to You, You must promptly arrange for and pay for the return of such Products to Us. If You fail to return the Products to Us or if You return the Products at Our cost We shall charge You for Our direct costs in recovering the Products from You.
6.5 Risk in the Products shall remain with You until We receive the Products from You. This means You will be responsible for care of the Products and You must bear the cost of any loss of and/or damage to the Products before We receive them from You and so We suggest that You return Products to Us by courier or registered delivery.
6.6 We shall not be obliged to agree to any cancellation requests submitted other than in accordance with these conditions. If We do agree to any cancellation request submitted other than in accordance with these conditions You agree to pay to us Our reasonable costs and expenses incurred as a direct result of Your cancellation.
7.1 The quantity, quality, description and/or specification for the Products and/or the Services shall be that set out on the Website or provided by Us over the telephone at the time of order placement and in any e-mail order acknowledgement issued by Us.
7.2 You are responsible for checking the order acknowledgement is accurate and adequate for the Products and/or Services to be supplied.
7.3 Details and/or specifications in brochures and price lists produced by Us are intended as a guide only and only give a general approximation of the Products and/or Services.
7.4 We reserve the right to make changes to the specification of the Products and/or Services as required from time to time by law, applicable safety requirements or manufacturing requirements provided that they do not have a material adverse effect on the quality and/or performance of the Products and/or the Services.
7.5 If We do make changes to the specification of the Products and/or Services which have a material adverse effect then You shall have the right to cancel the Contract without Liability.
8.1 We guarantee that the Products and/or Services will be free from defects in materials and/or workmanship for a period of 12 months from:
8.1.1 in the case of Services the date of completion of the performance of the Services; and/or
8.1.2 in the case of Products the date of delivery of the Products to You.
8.2 If any Products and/or Services prove to be defective under Our guarantee then We shall, at Our sole option, either repair or replace or re-perform or refund the price of such Products and/or Services.
8.3 *The repair, replacement, re-performance and/or refund of defective Products and/or Services shall be Your sole remedy in respect of the defective Products and/or Services.
8.4 If You believe the Products and/or Services to be defective You should contact Us as soon as possible to arrange for Us to collect the Products which You claim to be defective from You.
8.5 We shall only collect Products under this clause 8 which are packed and labelled in accordance with Our instructions and are accompanied by an authorisation letter issued by Us. If You fail to make the Products available for collection; or fail to pack and label the Products in accordance with our instructions and collection is aborted as a result
8.5.1 *be required to pay a collection charge of £35.00 plus VAT; or
8.5.2 be required to pay Us any reasonable costs or expenses which we incur in respect of the failed collection
before We will make a further attempt to collect the Products.
8.6 If the Products are not defective We shall be entitled to charge You for any costs and/or expenses incurred by Us in collecting the Products and any work carried out by Us in relation to those Products.
8.7 We shall have no Liability to You under Our guarantee:
8.7.1 unless any defect is notified to Us within 5 working days of the defect becoming apparent or suspected or when it should reasonably have become apparent to or suspected by You;
8.7.2 if You have not paid for the defective Products and/or Services in full;
8.7.3 if and to the extent that the defect was caused or contributed to as a result of the Products being used for display or demonstration purposes or being handled by Your customers;
8.7.4 if and to the extent that the defect has been caused or contributed to by You, including, for example any failure by You to maintain and sanitise the Products in accordance with Our instructions and/or any instructions from the manufacturer of the Products;
8.7.5 if and to the extent that any damage, loss, liability, claims, costs or expenses have been caused or contributed to by Your continued use of defective Products and/or Services after a defect has become apparent or suspected or should reasonably become apparent to You; and/or
8.7.6 if and to the extent that the defect is caused by any modifications made to the Products by You.
9. Ownership And Risk
9.1 Risk in the Products shall pass to You at the time of delivery. This means that from the time of delivery You will be responsible for care of the Products and You must bear the cost of any loss of and/or damage to the Products.
9.2 Delivery shall be deemed to occur at the time when the Products arrive at the place of delivery set out in the Order Form or when the Products have been installed if We are responsible for installation. If the Products are not installed as soon as they arrive at the place of delivery then risk shall pass when the Products arrive at the place of delivery.
10.1 If You:
10.1.1 breach the terms of this Contract and, if the breach is capable of remedy, do not remedy the breach within 14 days of receiving notice from Us requiring the breach to be remedied;
10.1.2 persistently breach any one or more terms of this Contract;
10.1.3 provide incomplete, materially inaccurate or misleading facts and/or information in connection with the Contract;
10.1.4 propose to compound with Your creditors or have a bankruptcy petition presented against You;
10.1.5 *cease or threaten to cease to carry on business, apply for an interim order under Section 252 Insolvency Act 1986, enter into voluntary or compulsory liquidation, have a receiver, administrator or administrative receiver appointed over all or any of Your assets, or take or suffer any similar action in any jurisdiction;
10.1.6 appear to Us due to the Your credit rating to be financially inadequate to meet Your obligations under the Contract; and/or
10.1.7 appear reasonably to Us to be about to suffer any of the above events
then We shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2
10.2 If any of the events set out in clause 10 occurs in relation to You then:
10.2.1 We may withhold delivery of any undelivered Products and stop any Products in transit;
10.2.2 We may withhold the performance of any Services and cease any Services in progress;
10.2.3 *We may cancel, terminate and/or suspend without Liability to You any other contract between Us and You; and/or
10.2.4 all monies owed by You to Us under this Contract and any other contract between You and Us shall immediately become due and payable.
11.1 WE SHALL HAVE NO LIABILITY FOR INADEQUATE PACKING OR UNSECURE TRANSMISSION OF ANY PRODUCT FROM YOU TO US.
11.2 *YOU SHALL WHERE REASONABLE GIVE US A REASONABLE OPPORTUNITY TO REMEDY ANY MATTER FOR WHICH WE ARE LIABLE BEFORE YOU INCUR ANY COSTS AND/OR EXPENSES IN REMEDYING THE MATTER YOURSELF. IF YOU DO NOT DO SO WE SHALL HAVE NO LIABILITY TO YOU FOR THAT MATTER.
11.3 *YOU SHALL WHERE REASONABLE PRODUCE TO US WRITTEN EVIDENCE OF ANY CLAIMS FOR WHICH YOU ALLEGE WE ARE LIABLE TOGETHER WITH WRITTEN DETAILS OF HOW THE LOSS WAS CAUSED BY US AND THE STEPS YOU HAVE TAKEN TO MITIGATE THE LOSS BEFORE WE SHALL HAVE ANY LIABILITY FOR THE CLAIM BY YOU.
11.4 NEITHER YOU NOR WE SHALL HAVE ANY LIABILITY TO EACH OTHER FOR ANY MATTERS WHICH NEITHER YOU NOR WE COULD FORESEE AT THE DATE OF THE CONTRACT.
11.5 WE SHALL HAVE NO LIABILITY FOR ANY MATTERS WHICH WERE NOT CAUSED BY OUR BREACH OF THE CONTRACT. YOU SHALL HAVE NO LIABILITY TO US FOR ANY MATTERS WHICH WERE NOT CAUSED BY YOUR BREACH OF THE CONTRACT.
11.6 IF YOU ARE A CONSUMER WE SHALL HAVE NO LIABILITY TO YOU FOR ANY LIABILITIES YOU SUFFER WHICH RELATE SOLELY TO ANY BUSINESS UNDERTAKEN BY YOU.
11.7 *WE SHALL HAVE NO LIABILITY TO YOU FOR ANY:
11.7.1 CONSEQUENTIAL LOSSES;
11.7.2 LOSS OF PROFITS AND/OR DAMAGE TO GOODWILL;
11.7.3 ECONOMIC AND/OR OTHER SIMILAR LOSSES; AND
11.7.4 SPECIAL DAMAGES AND INDIRECT LOSSES.
11.8 *OUR TOTAL LIABILITY TO YOU IN RELATION TO ANY CONTRACT SHALL NOT EXCEED 125% OF THE TOTAL PRICE OF THE PRODUCTS AND/OR SERVICES SUPPLIED TO YOU UNDER THAT CONTRACT.
11.9 EACH OF THE LIMITATIONS AND/OR EXCLUSIONS IN THIS CONTRACT SHALL BE DEEMED TO BE REPEATED AND APPLY AS A SEPARATE PROVISION FOR EACH OF:
11.9.1 LIABILITY FOR BREACH OF CONTRACT AND/OR UNDER THIS CONTRACT;
11.9.2 *LIABILITY FOR BREACH OF ANY DUTY OF CARE (INCLUDING NEGLIGENCE);
11.9.3 *LIABILITY FOR BREACH OF STATUTORY DUTY; AND
11.9.4 *LIABILITY FOR BREACH OF COMMON LAW.
11.8 WHICH SHALL APPLY ONCE ONLY IN RESPECT OF ALL THE SAID TYPES OF LIABILITY.
11.10 NOTHING IN THIS CONTRACT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY DUE TO OUR NEGLIGENCE OR ANY LIABILITY WHICH IS DUE TO OUR FRAUD OR ANY OTHER LIABILITY WHICH WE ARE NOT PERMITTED TO EXCLUDE OR LIMIT AS A MATTER OF LAW.
11.11 *ALL WARRANTIES, TERMS, CONDITIONS AND DUTIES IMPLIED BY LAW RELATING TO FITNESS, QUALITY OR ADEQUACY ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
11.12 NOTHING IN THIS CONTRACT SHALL EXCLUDE OR LIMIT ANY OF YOUR STATUTORY RIGHTS WHICH MAY NOT BE EXCLUDED OR LIMITED DUE TO YOU ACTING AS A CONSUMER. ANY PROVISION WHICH WOULD BE VOID UNDER ANY CONSUMER PROTECTION LEGISLATION OR OTHER LEGISLATION SHALL TO THAT EXTENT, HAVE NO FORCE OR EFFECT.
11.13 THE LIMITATIONS IN THIS CONTRACT ARE NECESSARY IN ORDER TO ALLOW US TO PROVIDE THE PRODUCTS AND/OR THE SERVICES AT THEIR CURRENT PRICES.
11.14 IF YOU REQUIRE GREATER PROTECTION THEN WE WILL AGREE TO MODIFY THE LIMITATIONS AND EXTEND ITS GUARANTEES IN RETURN FOR THE PAYMENT OF A HIGHER PRICE FOR THE PRODUCTS AND/OR SERVICES.
12.1 Please contact Us:
12.1.1 by post at Angel Springs Limited, Signature House, Spring Road, Eltingshall, Wolverhampton WV4 6UB;
12.1.2 by telephone on 0800 644 4000;
12.1.3 by e-mail at email@example.com; or
12.1.4 via the website situated at the URL www.angelsprings.com
with any queries in relation to the Contract, the Products and/or Services.
12.2 Our VAT registration number is 828382407.
12.3 We will process Your personal data in accordance with Our Privacy Statement.
12.4 No waiver by Us of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
12.5 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
12.6 Neither party shall have any Liability to the other for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside the affected party’s reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If a party is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
12.7 You shall not assign Your interest in the Contract (or any part) without Our written consent.
12.8 All third party rights are excluded and no third party shall have any right to enforce this Contract. This shall not apply to members of Our group from time to time who shall, subject to Our consent, have the right to enforce this Contract as if they were Us. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.
12.9 This Contract is governed by and interpreted in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.