1.1 In these Conditions the following phrases have the following meanings:
“Background IPR” any Intellectual Property Rights other than Foreground IPR that is used in connection with the Goods and/or Services;
“Client” means the person, firm, company or organisation specified on the Order Confirmation;
“Client Material” means, but shall not be limited to, any written documents, plans, designs, drawings, pictures, photographs or other images, or any information in any form provided by the Client to Double Retail;
“Commencement Date” means the date of the Order Confirmation;
“Confidential Information” means any commercial or technical know-how, material or data obtained by one party from the other, whether in written, electronic or other visual or readable form or which is communicated orally;
“Data Protection Legislation” means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation (EU 2016/679) and any other directly applicable European Union regulation relating to privacy;
“Delivery” delivery of the Goods to the location agreed in the Order Confirmation;
“Double Retail” means Double Retail Limited, 30 Queen Square Bristol BS1 4ND (company no. 06789712);
“Expiry Date” means the date which is 12 months from the Commencement Date or each anniversary thereof;
“Goods” means the goods provided by Double Retail to the Client as specified in an Order Confirmation;
“Foreground IPR” means all Intellectual Property Rights which have been developed or created solely for the purpose of providing the Goods and /or Services under these Conditions; “Intellectual Property Rights” means any patents, design rights, trade marks, service marks (in each case whether registered or not), copyright, database rights, know-how, trade or business names, rights in confidential information, goodwill and other similar rights existing in any part of the world;
“Order” means the acceptance by the Client of a Quotation for purchase of Goods and/or Services;
“Order Confirmation” means Double Retail’s written acknowledgment of an Order;
“Price” means the price payable for the Goods and/or Services as detailed in the Order Confirmation;
“Quotation” means Double Retail’s written quotation for the sale of Goods and/or Services to the Client;
“Services” means the services to be provided by Double Retail to the Client as detailed in the Specification;
“Specification” means the specification agreed by Double Retail and the Client for the Goods and/or Services and which for the avoidance of doubt shall include Double Retail’s technical drawings and designs;
“UK Data Protection Legislation” means any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation;
“Working Day” a day other than a Saturday or Sunday or other public or statutory holiday in England and Wales;
“Year” means each consecutive period of 12 months starting on the Commencement Date.
2. Supply of the Services
2.1 The Goods and/or Services shall be provided to the Client in accordance with the Specification, the Quotation and these Conditions. The Quotation shall detail the Goods and/or Services to be provided and shall be valid for 30 days. A binding contract shall come into force on the date of the Order Confirmation.
2.2 Double Retail may at any time without notifying the Client make any changes to the Goods and/or Services which are necessary to comply with any safety or statutory requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
2.3 The Client is responsible for checking that the Specification is accurate and meets its requirements.
3.1 These Conditions shall apply from the Commencement Date and shall unless otherwise terminated in accordance with clause 13, continue for a fixed period of 12 months.
3.2 These Conditions may be renewed for further periods of 12 months by mutual written agreement, such agreement to be reached within one calendar month of the Expiry Date in each Year.
4.1 Double Retail undertakes to use its reasonable endeavours to provide the Goods and/or Services by the dates specified in the Order Confirmation. All dates are approximate only and time is not of the essence in this regard. Double Retail shall not be liable to the Client if it is prevented or delayed from performing any of its obligations under these Conditions by reason of any act or omission of the Client.
4.2 Goods shall be delivered to the place of delivery set out in the Order Confirmation (“Delivery”). For the avoidance of doubt, Delivery may mean collection by the Client from the supplier’s premises. If Delivery is at the supplier’s premises, the Client is responsible for complying with any relevant export and import duties or licences. Delivery shall be completed on the arrival of the Goods at the location agreed in the Order Confirmation.
4.3 If the Client fails to accept Delivery of any of the Goods when Delivery is completed, or Double Retail (or its suppliers) is unable to deliver the Goods on time because the Client has not provided appropriate instructions, documents, licence or authorisations:
4.3.1 risk in the Goods shall pass to the Client;
4.3.2 the Goods shall be deemed to have been delivered;
4.3.3 Double Retail (or its suppliers) may store the Goods until Delivery (or acceptance of Delivery) and the Client shall pay Double Retail all costs and expenses incurred including storage and re-delivery;
4.3.4 Double Retail may re-sell or dispose of the Goods if the Client has not accepted Delivery or Delivery has not taken place within 10 Working Days (or as otherwise stated in the Order Confirmation) after Delivery was completed.
4.4 Any liability of Double Retail for non-delivery shall be limited to the direct cost incurred by the Client in obtaining replacement Goods in the cheapest market available less the price of the Goods (excluding management time).
4.5 Any liability of Double Retail for late Delivery shall be limited to the following: Double Retail shall notify the Client promptly of any potential late Delivery and shall use its reasonable endeavours to deliver the Goods as soon as reasonably possible by a method chosen by Double Retail.
5. Risk and Title
5.1 The Goods are at the risk of the Client from the time of Delivery and the Client should ensure that it has adequate insurance in place to cover this.
5.2 Ownership of the Goods shall not pass to the Client until Double Retail has received in full all sums due to it in respect of the Goods or otherwise under these Conditions.
5.3 Until ownership of the Goods has passed to the Client:
5.3.1 the Client shall maintain the Goods in its possession in a satisfactory condition and keep them insured on behalf of Double Retail for their full price;
5.3.2 the Client grants Double Retail and its employees and agents an irrevocable licence to enter the premises where the Goods are stored to recover them.
5.4 Following Delivery, the Client is responsible for any damage or loss caused to the Goods in transit. The Client notes that the Goods packaging is fit for dedicated transport only unless otherwise stated in the Order Confirmation.
6. Quality and Defects