TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS BY ZORO UK
1. ABOUT THESE TERMS OF SALE
1.1 These terms and conditions of sale (the ‘Terms and Conditions’) set out the terms on which we sell, deliver and install any products you order from us (the ‘Goods’) through our website at https://www.zoro.co.uk(the 'Site').
1.2 Please read these Terms and Conditions carefully before ordering any Goods.
1.3 When placing an order, you will be invited to agree to these Terms and Conditions. If you do not agree to these Terms and Conditions you must not order any Goods from us.
1.4 Unless otherwise agreed in writing by the Seller, these conditions shall apply to the exclusion of any terms and conditions stipulated or referred to by you when you order Goods or during any pre-contract negotiations, or any other terms that may be implied by trade custom, practice or course of dealing.
2. Information About Us
2.1 The Goods are sold and supplied by Zoro UK Limited, a company registered in England with company number 12143828 and its registered address at C/O Corporation Service Company (Uk) Limited, 5 Churchill Place, 10th Floor, London, E14 5HU (‘seller’, ‘we’, ‘us’ or ‘our’).
2.2 If you would like to contact us, you can write to us at email@example.com or call us on 0800 3688 665.
3. Information About You
3.2 References to ‘you’, ‘your’, and the ‘Buyer’ are to the person (whether an individual or a company) that purchases Goods from us.
4. Placing Orders
4.1 All orders are subject to acceptance by us. No order shall be binding on us unless and until we accept such order in writing.
4.2 Each order shall be deemed to be an offer by the Buyer to purchase the Goods specified in the order, subject to these Terms and Conditions, and the contract between you and us shall only be made when we provide you with our acceptance of the order in writing.
4.3 By submitting an order for Goods to us, you acknowledge that you will be under an obligation to pay for the Goods in that order.
5. Availability, Images and Sizing of Goods
5.1 If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Goods.
5.2 Failure to accept an order may be because the Goods are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Goods, because of regulatory or compliance reasons, or because we are unable to meet a delivery deadline you have specified.
5.3 The images of the Goods on the Site are for illustrative purposes only. Although we have made every effort to display the appearance accurately, we cannot guarantee that your computer or any printed materials will display the appearance faithfully or reflect the true appearance of the Goods. The Goods that are delivered to you may therefore vary slightly from those images.
5.4 Although we have made every effort to be as accurate as possible, any measurements, including weights and dimensions, relating to the Goods shown on our Site are approximate only, unless such measurements are material to the normal use and operation of the Goods.
6. Ordering Goods and Goods Made To Specification
6.1 You are responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted to us, and for giving us any necessary information relating to the Goods within a sufficient time to enable us to provide the Goods in accordance with these Terms and Conditions.
6.2 If the Goods are made to a specification, instruction or design supplied by you or any third party on your behalf, then:
(a) you will be responsible for the suitability, accuracy and lawfulness of that specification, instruction or design, and you will be responsible to us (and will be required to compensate us in full) for any loss, damage or expense that we may incur as a result of making the Goods to your specification, instruction or design; and
(b) you must ensure that the specification does not infringe any other party's rights, and you will be responsible to us (and will be required to compensate us in full) for any alleged or actual infringement of any third party's intellectual property rights including but not limited to patent, design right, registered design, trademark, trade name or copyright, and any loss, damage or expense which we may incur as a result of any such infringement or alleged infringement in any country.
7. Quotations and Prices
7.1 Unless otherwise agreed by us in writing, or except in cases of obvious error, the price for the Goods will be the price set out in the order or, if no price is set out in the order, the price set out on the Site.
7.2 The price of any Goods may change from time to time, but changes will not affect any order we have accepted, other than in respect of any Goods made to your design, specification or instructions.
7.3 It is always possible that some of the Goods may be incorrectly priced, despite our reasonable efforts. We will normally verify prices as part of our order-handling procedure so that, where a Good's correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If the Good's correct price is higher than the price we have quoted to you, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject your order and notify you of the rejection.
7.4 We are under no obligation to provide Goods to you at the incorrect (lower) price, even after we have sent you an order acceptance, if the price displayed is a genuine and honest mistake and the error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing.
7.5 In respect of any Goods made to your design, specification or instructions, we may charge additional amounts to take account of any increase in the cost to us of purchasing any goods or materials or manufacturing, working on or supplying any Goods (including but not limited to any such increase arising from any error or inadequacy in any specification, instructions or design provided by you, or any modification carried out by us at your request).
7.6 All prices quoted or displayed are inclusive of any applicable value added tax unless you request otherwise. You can adjust whether prices are displayed on the Site including or excluding value added tax using the applicable functionality on the Site. You are responsible for paying any and all taxes, duties and other government charges payable in respect of the Goods and/or Services.
7.7 All prices shown are in British Pounds (Pound Sterling/GBP) unless otherwise stated.
8.1 The cost of delivery will be provided to you when you place an order for Goods. By placing an order with us, you agree to pay the delivery charges quoted by us.
8.2 Unless otherwise agreed in writing by us, we will deliver the Goods by the means most convenient to us to the address or addresses specified by you at the time of placing your order.
8.3 While we will endeavour to deliver the Goods by any date or within any period agreed upon with you at the time of the order, such dates and periods are estimates only given in good faith, and we will not be responsible for any failure to deliver the Goods by such a date or within such a period. If we are unable to meet the estimated delivery date, we will contact you with a revised estimated delivery date.
8.4 If there are significant or unreasonable delays to delivery due to factors within our control then you may be entitled to cancel the agreement between you and us.
8.5 If our supply of the products is delayed by an event outside our control then we will contact you to let you know and we will take steps to minimise the effect of the delay. If there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
8.6 If the delay is caused by a factor within your control the delay may incur extra costs or require us to cancel the agreement between you and us. We will try to discuss any delay with you before taking action.
8.7 Where you and we agree that the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these conditions or any claim by you in respect of any one or more instalment shall not entitle you to cancel your order for the Goods to be delivered in the other instalments.
8.8 Delivery of the Goods will be completed when:
(a) we deliver the Goods to the address you have provided us, unless we have agreed with you that you will collect the Goods at our premises;
(b)if you are purchasing the Goods in connection with your business or profession, when the Goods are made available for off-loading or (in the case of delivery at our premises) loading.
8.9 If you are purchasing the Goods in connection with your business or profession:
(a) unless we agree with you otherwise, any off-loading of the Goods shall be at your expense and you shall be required to provide appropriate equipment and manual labour for such off-loading;
(b) you shall provide all requisite instructions, documents, licences and authorisations required for or relevant to the delivery of the Goods to enable delivery to take place, and we shall not be responsible for any failure or delay in delivery as a result of your failing to comply with this condition; and
(c) where we agree with you that you will take delivery of the Goods at our premises, we shall notify you of the collection date (being the date on which the Goods are or will be ready for delivery) and you must take delivery of the Goods within 7 days of the collection date, and you will be responsible for arranging for, or any costs we incur in, loading the Goods.
8.10 If we are unable to deliver the Goods, such as if no one is available to take delivery or you fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable control or by reason of our fault) then:
(a) we will, where possible, leave instructions informing you how to rearrange delivery or how to collect the Goods from us; (b) without prejudice to any other right or remedy available to us, we may charge you any additional costs that we reasonably incur, such as the cost of storing and insuring the Goods until actual delivery; (c) if, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection, we may cancel your order and recover the Goods.
8.11 To the extent permitted under applicable law, our responsibility to you for any delay or failure to deliver the Goods shall be limited to the value of those Goods. Subject to your right to cancel your order as set out in paragraph 11, we will either deliver replacement Goods to you or issue a credit note to you in respect of Goods that were not delivered.
9. Risk In The Goods
9.1 Save in the case of International Supply Contracts (as described in paragraph 17 below) and subject to any agreement in writing by us, ownership of and responsibility for Goods which we supply shall pass to you on the earlier of:
(a)delivery of the Goods in accordance with paragraph 8; and
(b) the date on which, the Goods being ready for delivery, delivery is postponed at your request.
9.2 Except where you purchase Goods as a consumer (i.e. wholly or mainly outside of any business, trade or profession), we will have no responsibility to you for any damage to Goods in transit, or any shortage of delivery or loss of Goods, unless you notify us of such damage, shortage or loss within 7 days of receipt of the Goods (or, in the case of total loss, within 7 days of receipt of the invoice or other notification of dispatch). Our responsibility to you, if any, shall be limited to replacing or (in our discretion) repairing such Goods. We may also request access to your premises to inspect any damaged Goods and we will not be under any obligation to repair or replace any Goods if you fail to grant us such access within 14 days of our request.
10.1 Save where you have agreed for your payment details to be saved and stored by us through the applicable functionality of our Site, and where you select to charge the purchase price of the Good(s) to that payment method upon submitting an order for Good(s), you must provide us with valid details for your chosen method of payment upon submitting an order for Good(s).
10.2 By submitting an order, you authorise us to charge the price of the Good(s) in that order to your chosen payment method, together with any delivery costs agreed with you. We will charge such amounts to your chosen payment method upon dispatch of the Goods.
10.3 By submitting an order to us, you confirm that the payment details provided with your order are valid and correct.
10.4 We may submit your payment details to our payment services provider for verification, and we may ‘block’ or ‘pre-authorise’ the purchase price to be paid by you upon acceptance of your order. We may cancel your order and not deliver any Good(s) if:
(a) we are unable to verify your payment details;
(b) we are unable to ‘block’ or ‘pre-authorise’ the relevant purchase amount; or
(c) we are unable to collect payment from your chosen payment device.
11. Cancellation and Termination
11.1If you are unhappy with, or if you change your mind with respect to any Goods you have ordered, you may be able to return them to us and receive a refund or credit to spend on other Goods available through our Site. Please see our Returns Policy (https://www.zoro.co.uk/info/returns) for more information about when and how you may be able to cancel an order for Goods.
12. Our Right To Cancel
12.1 We may cancel an order if:
(a) we need to do so to comply with applicable law;
(b) you fail to pay us any amounts due to us in respect of the Goods;
(c) you are unable to pay your debts, become insolvent or bankrupt, enter into any composition or arrangement with creditors, have an administrative receiver or receiver appointed in respect of your business or any part of your assets, or suffer any other event analogous to the foregoing in any jurisdiction; or
(d) we are unable, or it is commercially impractical, to deliver the Goods in your order due to circumstances outside of our control. This could happen, for instance, where we are unable to procure Goods as a result of, or are prevented from delivering them to you by, terrorist activity, natural disasters, epidemics and pandemics, or the actions of a national or state government, or if any such factors make the procurement or delivery of Goods commercially unfeasible.
12.2 If we cancel your order, we will refund you any amounts you have paid us.
13. Product Warranties
13.1 If you have purchased the Goods in connection with your business, trade or profession, our responsibility to you in respect of any defect in or failure of Goods is limited to replacing or (in our discretion) repairing or paying for the repair or replacement of such Goods which are found to be defective or fail or are unable to perform in accordance with these Terms and Conditions by reason of faulty or incorrect design, workmanship, parts or materials within:
(a) (in the case of defects apparent upon inspection) 21 days of delivery; and
(b) (in the case of defects not so apparent) 12 months of delivery.
13.2 If you have purchased the Goods other than wholly or mainly in connection with your business, trade or profession, the Goods we supply to you will be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
(a) up to 30 days from delivery: if your goods are faulty, then you can get an immediate refund
(b) up to six months from delivery: if your goods cannot be repaired or replaced, then you're entitled to a full refund, in most cases.
(c) up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
13.3 If you notify us of a defect in the Goods that appears within the periods set out in paragraph above, then we shall repair or replace the Goods unless the defect has occurred solely as a result of:
(a) your failure to operate and/or maintain the Goods in accordance with any written instructions we have provided to you;
(b) repairs or alterations made to the Goods by anyone other than us or one of our approved contractors; or
(c) an accident or event outside of our control (such as a fire, lightning strike or storm damage).
13.4 If we are unable to repair or replace the Goods in accordance with paragraphs 13.2 and 13.3 within a reasonable time, you may be able to claim a full or partial refund of the price paid for the Goods. Please see our Returns Policy (https://www.zoro.co.uk/info/returns) for further information about returning any faulty or mis-described Goods.
13.5 This paragraph does not affect any rights you have under applicable law.
14. Our Responsibility To You
14.1 If we fail to comply with the contract between you and us, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions or our negligence, but we will not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if the loss or damage was an obvious consequence of our breach or if the loss or damage was contemplated by you and us at the time we entered into the contract.
14.2 We will not, therefore, be responsible to you for any loss of profit, loss of business, depletion of goodwill, or damage to your reputation arising out of or in connection with the Goods or these Terms and Conditions.
14.3 The maximum loss or damage we will be responsible for will always be limited to the price you have paid us for the Goods to which the loss or damage you suffer relates; however, we do not in any way exclude or limit our liability where it would be unlawful for us to do so, including for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any breach of terms implied by law (such as those relating title and quiet possession, description, satisfactory quality, fitness for purpose and samples and defective products).
14.4 This paragraph 14 does not affect your statutory rights.
15. Your Responsibilities
15.1 You understand and agree that you are responsible for your conduct whilst using the Goods and for any consequences arising from such use. You agree to use the Goods only for purposes that are proper and in accordance with applicable laws, rules and regulations and all terms, precautions, practices, policies and guidelines we have made and may make available.
15.2 You agree that you shall pass on to all third parties to whom you may supply the Goods or any of them all information as to the use and safe handling of such Goods as may have been provided to you by us.
15.3 You acknowledge that you are an independent contractor and are in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act) and laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. You must not:
(a) offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the Goods ordered from us;
(b) pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices.
16.1 This paragraph 16 applies where we have agreed with you that you may test any Goods prior to delivery.
16.2 If we agree that any tests of the Goods shall be carried out in your presence or in the presence of your representative, we will notify you of the date on which we are or will be ready to carry out such tests and you undertake that you or your representative will attend at the premises where the Goods are held on the date specified for the purpose of witnessing the tests. You agree that if you fail to attend at the time and location specified by us that we may proceed with the tests in your absence, and the results of any such tests will be binding as if you had been present for such tests.
16.3 If you wish to test the Goods otherwise then at our premises or otherwise than in the presence of our employees, agents or representatives, you must first obtain written details from us of our recommended testing procedure for such Goods (which shall not be unreasonably withheld). We will not be responsible for any loss damage which you suffer or which occurs to such Goods during or as a result of such testing not being in accordance with our recommended testing procedure.
17.1 In addition to the standard terms and conditions contained in these Terms and Conditions, the export by us of Goods is subject to the terms and conditions of this paragraph 17.
17.2 You are responsible for:
(a) obtaining, at your own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by us, you must make those licences and consents available to us prior to the dispatching the Goods;
(b) all routed export transactions documentation, including filing of any required Electronic Export Information/Automated Export System records, and, if required by us, you must provide copies of any export, shipping, or import documentation prepared by you or your freight forwarder related to the sale of any Goods by us to you;
(c) any costs, expenses, charges and taxes incurred by us in connection with the export of any Goods to the country you have asked us to deliver the Goods to (including any import duties or costs associated with fulfilling any formalities for the import of the Goods into such country); and
(d) notifying us, when placing an order, if any Goods are tax exempt.
17.3 You agree that any terms implied by law for international supply contracts are, to the extent possible, excluded from the agreement between you and us.
17.4 You must ensure that you comply with any applicable economic sanctions and export control laws and regulations.
17.5 You represent that you are not designated on, or associated with, any party designated on any of the applicable U.S. or U.K. government restricted parties lists, including:
(a) the U.S. Commerce Department Bureau of Industry and Security (‘BIS’) Denied Persons List;
(b) Entity List or Unverified List;
(c) the U.S. Treasury Department Office of Foreign Assets Control (‘OFAC’) Specially Designated Nationals and Blocked Persons List; or
(d) the U.S. State Department Directorate of Defense Trade Controls (‘DDTC’) Debarred Parties List.
17.6 You acknowledge that:
(a) you are purchasing any Goods from the UK and importing them only to the country specified by you to us;
(b) the import of any Goods will not breach the laws of the UK or the country in which you are resident;
(c) you will not, directly or indirectly, sell, export or otherwise transfer the Goods to another country or in a manner which may result in any non-compliance with applicable UK law.
18. Updating these Terms and Conditions
18.1 We may modify or update these Terms and Conditions from time to time for reasons including:
(a) changes in how our business operates;
(b) changes in the legal or regulatory requirements that we must comply with;
(c) changes in how we accept payment from you.
18.2 We will try, where possible and reasonable, to contact you to let you know about any significant changes to these Terms and Conditions or any documents referred to in these Terms and Conditions. We may contact you using the contact details you submitted to us when submitting your order.
18.3 Normally, we will try to give you some warning before any new terms become effective. However, sometimes, changes will need to be made immediately and if this happens we will not give you any notice.
18.4 The most up to date Terms and Conditions will always be at (https://www.zoro.co.uk/info/terms-of-access)
19.1 We intend to rely on these Terms and Conditions as setting out the written terms of our agreement with you for the sale of the Goods. Each of the paragraphs of these Terms and Conditions operates separately. If part of the Terms and Conditions cannot be enforced then the remainder of the Terms and Conditions will still apply to our relationship.
19.2 Any contract made between you and us is only made between you and us. No third party will have any rights to enforce any of its terms.
19.3 We may transfer our rights and obligations under our contract with you to another organisation, and we will do our best to notify you if this happens, but this will not affect your rights or our obligations under the contract.
19.4 If you do not comply with these Terms and Conditions and we do not take action immediately, this does not mean we have given up any right we have and we may still take action in the future.
19.5 These Terms and Conditions are governed by English law and the English courts will have non-exclusive jurisdiction over any dispute arising from or related to the contract between you and us for the purchase of the Goods. This does not, however, affect any rights that you may have under the law of the country in which you are resident, including, where you are acting as a consumer, having any dispute in relation to the Goods heard in the courts of the country you are resident (including the courts of Scotland and Northern Ireland).
Last updated: 22nd April 2020