Terms and Conditions

Your access to and use of the service is conditioned on your acceptance and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

1.2 Commencement Date has the meaning given in clause 2.3.

1.3 Company means WashCo Limited (company registration number 00231369) whose registered office is at Hughes Electrical Limited Mobbs Way, Gorleston Road Industrial Estate, Gorleston Road, Lowestoft, Suffolk NR32 3AL.

1.4 Conditions means these terms and conditions as amended from time to time in accordance with clause 2.4.

1.5 Contract means the contract between the Buyer and the Company for the purchase and sale of Goods in accordance with these Conditions and incorporating any special terms and conditions agreed in writing by the Company and the Buyer.

1.6 Delivery Date means the date specified by the Company when the Goods are to be delivered.

1.7 Force Majeure Event means an event, circumstance or cause beyond a party's reasonable control.

1.8 Goods means the Goods (or any part of them) set out in the Order.

1.9 Order means the Buyer's order for the Goods as set out in the Buyer's purchase order form or by completing the online order process.

1.10 Price means the price for the Goods stated on the Company’s website or in a quotation from the Company, excluding VAT, carriage, insurance, packing and any other duties, taxes or levies required to be paid.

1.11 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time and includes all subordinate

legislation made under it.

1.12 The headings in these Conditions are for convenience only and shall not affect their interpretation.

1.13 A reference to writing or written includes email.

1.14 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
terms.

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions.

2.3 The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order or, in the case of an online order, an acceptance of the Order (either on the website or by email) at which point and on which
date the Contract shall come into existence (Commencement Date).

2.4 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

2.5 Any typographical clerical or other error or omission in any sales literature, web page, invoice or quotation issued by the Company shall be subject to correction without any liability on the part of the Company.

2.6 Any quotation given by the Company shall not constitute an offer, and is only valid for a period of 28 days from its date of issue.

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

3.2 The Price is exclusive of:

(a) value added tax which shall be additionally payable at the rate ruling on the date of the Company’s invoice; and

(b) the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.

3.3 For online orders of Goods where the Buyer has no account with the Company or where the guest checkout function is used the Buyer shall pay the Price in full (plus any VAT and delivery costs) at the time of placing the Order.

3.4 For orders of Goods by the Buyer using its trade account (whether placed online or by other means) the Company shall submit an invoice to the Buyer and the Buyer shall pay each invoice:

(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Buyer; and

(b) in full and in cleared funds to the bank account detailed on the invoice.

3.5 Time for payment for the Goods shall be of the essence of the Contract.

3.6 If the Buyer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company's remedies under clause 9:

(a) the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 3.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) the Company shall suspend any further deliveries of Goods to the Buyer.

3.7 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).

3.8 The Company reserves the right by giving notice to the Buyer at any time before delivery to increase the Price of the Goods to reflect any increase in the cost to the Company which is due to:

(a) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any change in delivery dates quantities or specifications for the Goods which is requested by the Buyer; or

(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.

4.1 The quantity, quality and description of and any specification for the Goods shall be as set out in the Company’s quotation or acknowledgement of the Order.

4.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of the Order (including any applicable specification) submitted by the Buyer and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

4.3 The Company reserves the right to amend the specification of the Goods which are required to conform with any applicable law or regulatory statutory requirements or if the amendment will not materially affect the nature or quality of the Goods subject to the Order, and the Company shall notify the Buyer in any such event.

5.2 Except where the Buyer is dealing as a consumer (as defined in the Consumer Rights Act 2015) all other warranties, conditions or terms whether implied by statute or common law or otherwise are hereby excluded.

5.3 The Company shall not be liable for any defect in or failure of the Goods in the following circumstances:

(a) the expiry of a period of 12 months from the date of delivery to the Buyer;

(b) the Goods are consumables including sealant, adhesive, oils; or coin mechs and boxes.

(c) the Buyer makes any further use of such Goods after giving notice in accordance with clause 5.4;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(e) the Goods differ from the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 28 days of discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject the Goods and the Buyer shall be bound to pay the Price for them.

5.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Conditions the Company shall be entitled to replace the Goods (or the part in question) free of charge or at the Company’s sole discretion refund to the Buyer the Price (or a fair proportionate part of the Price) but the Company shall have no further liability to the Buyer.

5.6 Except as provided in this clause 5, the Company shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.7 The Buyer shall be responsible for the costs of returning any Goods except in the case where incorrect goods were delivered. In the case of Goods ordered but no longer required the Company reserves the right to charge the Buyer a handling charge equal to up to 20% of the value of the Order. Goods returned by the Buyer must be in the original unopened packaging for them to be accepted by the Company.

5.8 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.

5.9 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

6.1 The restrictions on liability in this clause 6 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

6.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

6.3 Subject to clause 6.2, the Company's total liability to the Buyer shall not exceed the Price paid for the Goods.

6.4 Subject to clause 6.2, the following types of loss are wholly excluded:

(a) loss arising from the Buyer’s use or installation of the Goods;

(b) loss of profits;

(c) loss of sales or business;

(d) loss of agreements or contracts;

(e) loss of anticipated savings;

(f) loss of use or corruption of software, data or information;

(g) loss of or damage to goodwill; and

(h) indirect or consequential loss.

6.5 This clause 6 shall survive termination of the Contract.

7.1 Delivery of the Goods shall be made on the Delivery Date to the address set out in the Order or at the address agreed with the Buyer (Delivery Location). The Buyer shall make all arrangements necessary to
take delivery of the Goods whenever they are tendered for delivery.

7.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.3 The Goods may be delivered by the Company in advance of the Delivery Date upon giving reasonable notice to the Buyer.

7.4 In the case of Goods, delivery is completed on the completion of unloading of the Goods at the Delivery Location.

7.5 Where Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated

7.6 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.7 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then without prejudice to any other right or remedy available to the Company the Company may:

(a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price.

8.1 The risk in the Goods shall pass to the Buyer on completion of delivery.

8.2 Title to the Goods shall not pass to the Buyer until the earlier of:

(a) the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 8.4.

8.3 Until title to the Goods has passed to the Buyer, the Buyer shall:

(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Company's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Company immediately if it becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(c); and

(e) give the Company such information as the Company may reasonably require from time to time relating to:

i. the Goods; and

ii. the ongoing financial position of the Buyer.

8.4 Subject to clause 8.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:

(a) it does so as principal and not as the Company’s agent; and

(b) title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs.

8.5 At any time before title to the Goods passes to the Buyer, the Company may:

(a) by notice in writing, terminate the Buyer's right under clause 8.4 to resell the Goods or use them in the ordinary course of its business; and

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

9.1 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:

(a) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;

(b) the Buyer 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), obtaining a moratorium, 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;

(c) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, the Company may suspend supply of the Goods under the Contract or any other contract between the Buyer and the Company if the Buyer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(c), or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in
force on or after termination or expiry of the Contract shall remain in full force and effect.

10.1 The Company shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

10.2 If the period of delay or non-performance continues for more than 3 calendar months, the party not affected may terminate the Contract by giving 28 days' written notice to the affected party.

11.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to:

in the case of the Company: info@washco.co.uk

in the case of the Buyer: the address specified in the Order.

11.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

11.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.1 Assignment and other dealings. The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

12.2 Waiver. No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision

12.3 Invalidity. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12.4 Entire agreement. 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.

12.5 Remedies. 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.

12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

12.7 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

12.8 Data protection: the terms of the Company’s privacy policy shall apply to personal data supplied by the Buyer in relation to the Contract and can be viewed on its website at https://www.washco.co.uk/privacy-policy/

12.9 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.

12.10 Jurisdiction. 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 the Contract or its subject matter or formation.