TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES

THESE TERMS MAY HAVE CHANGED SINCE YOU LAST REVIEWED THEM

These terms were last updated on 1st January 2025.

These terms shall apply to the supply of both goods and services except where application to one or the other is specified.

WHERE TO FIND INFORMATION ABOUT US AND OUR PRODUCTS 

You can find everything you need to know about us, Certikin International Limited (registered in England and Wales with company number 03047290), and our products on our website, www.certikin.co.uk, in our catalogue, in our price lists or from our sales staff before you order. We also confirm the key information to you in writing after you order, either by email, in your online account or on paper.

WE DON’T GIVE BUSINESS CUSTOMERS ALL THE SAME RIGHTS AS CONSUMERS

For example, business customers can’t cancel their orders without our agreement, they have different rights where there is a problem with a product and we don’t compensate them in the same way for losses caused by us or our products. Where a term applies just to businesses or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual.

WHEN YOU BUY FROM US YOU ARE AGREEING TO THE FOLLOWING:

• If you are a business customer this is our entire agreement with you.
• We only accept orders when we’ve checked them.
• Our Prices.
• Our services.
• Terms applicable for goods/services for export outside the UK.
• Sometimes we reject orders.
• We charge you when we accept your order.
• If you are a business customer you have no set-off rights.
• We charge interest on late payments.
• We pass on increases in VAT.
• We’re not responsible for delays outside our control.
• Products can vary slightly from their pictures.
• You’re responsible for making sure your measurements and specification supplied by you are accurate.
• We charge you if you don’t give us information we need or do preparatory work as agreed with us.
• If you are a consumer and you bought online, by email, or over the telephone, you have a legal right to change your mind and however you bought you have rights under our guarantee.
• Returning goods.
• You can end an on-going contract (find out how).
• You have rights if there is something wrong with your product.
• We can change products, services and these terms.
• We can suspend supply of products (and you have rights if we do).
• We can withdraw products.
• We can end our contract with you.
• We don’t compensate you for all losses caused by us or our products.
• We use your personal data as set out in our Privacy
• You have several options for resolving disputes with us.
• Other important terms apply to our contract.

IF YOU ARE A BUSINESS CUSTOMER THIS IS OUR ENTIRE AGREEMENT TO YOU

If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. These terms apply to your purchase to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

WE ONLY ACCEPT ORDERS WHEN WE’VE CHECKED THEM

Your order constitutes an offer by you to purchase goods and/or services in accordance with these terms.

Any quotation given by us shall not constitute an offer and may be withdrawn at any time and shall in any event lapse on the date 30 days from the date of issue unless specified otherwise in writing.

We contact you to confirm we’ve received your order and to confirm we’ve accepted it (Order Confirmation).

Any performance dates for the services set out in the Order Confirmation or otherwise agreed between the parties, shall be estimates only and time shall not be of the essence for the performance of the services.

Any dates quoted for delivery of the goods are approximate only, and the time of delivery is not of the essence.

OUR PRICES

All prices quoted are exclusive of VAT which is chargeable at the current rate and you shall be liable to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the goods and/or services at the same time as payment is due for the supply of the goods and/or services.

We will invoice you for the goods and/or services in advance of dispatch unless we agree otherwise in writing. You must pay each invoice submitted by us immediately in full and in cleared funds to a bank account nominated in writing by us and prior to despatch of goods or performance of services unless we agree otherwise in writing. Time for payment shall be of the essence.

Any grant of credit must be agreed in advance in writing by one of our authorised representatives. Full payment must be made by the due date as notified by us to you. We have the right to withdraw credit at any time by giving written notice to you in which case all amounts due to us from you shall become immediately due and payable.

We may increase the price of our goods and/or services, by giving notice to you at any time before delivery and/or installation, to reflect any increase in the cost of the goods to us that is due to:

• any factor beyond our reasonable control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
• any request by you to change the delivery date(s), quantities or types of goods ordered, or the specification supplied by you; or
• any delay caused by any instructions provided by you in respect of the goods and/or services or failure by you to give us adequate or accurate information or instructions in respect of the goods and/or services.

Our goods. The price for goods shall be the price set out in your order or, if no price is quoted, the price set out in our published price list as at the date of delivery. The price of the goods is exclusive of all costs and charges of packaging, insurance, transport and delivery of the goods including a hazardous goods charge where applicable (as set out in our order confirmation or, if no price is quoted, the price set out in our published price list, or website as at the date of delivery) and any credit or debit card charges levied by the issuer of the credit or debit card used to pay for the goods and/or services, which costs and charges shall be paid by you when it pay for the goods and/or services.

Payments by personal credit card or debit card will not incur a transaction charge. Payments by business credit card or debit card will incur a transaction charge at the rate charged by the card provider against the order value including carriage and VAT. Payments by American Express card will also incur a transaction charge, the amount of which will be in line with the merchant’s terms and conditions, and will be applied against the order value including carriage and VAT.

OUR SERVICES

Our charges for services shall be on a time and materials basis:

• our charges are calculated in accordance with our hourly fee rates available on request (you can contact the Certikin Team: info@certikin.co.uk);
• our standard hourly fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on business days;
• we will charge an overtime rate of 150 per cent of the standard hourly fee rate for any time worked by individuals on the services on a business day but outside the hours referred to above, and double the standard hourly fee  rate on any day that is not a business day: and
• we will charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the services, and for the cost of any materials.

TERMS APPLICABLE FOR GOODS/SERVICES FOR EXPORT OUTSIDE THE UK

If you purchase goods and/or services for export outside of the United Kingdom either directly or indirectly, the following terms apply to our contract with you.

• In these terms ‘Incoterms’ means the International Commercial Terms published by the International Chamber of Commerce relating to international commercial law, as in force at the date when the contract between us and you is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these terms, but if there is any conflict between the provisions of Incoterms and these terms, the latter shall prevail.
• You are responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties on them.
• Unless otherwise agreed in writing between us and you, the goods shall be provided Ex Works and we shall be under no obligation to give notice to you under section 32(3) of the Sale of Goods Act 1979.
• You are responsible for arranging testing and inspection of the goods at our premises before shipment. We will have no liability for any claim in respect of any defect in the goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit. Items missing from containers must be reported as soon as possible and in any event no later than 5 business days of receipt of the container.
• Risk in the goods passes to you at the point the goods are collected from us.
• You must pay us for the goods in full and clear funds at the time of placing your order or prior to despatch. If we agree any other terms in writing such that the Goods are not paid for in full in advance, the price of any goods must be secured by an irrevocable letter of credit in a form satisfactory to us established by you in favour of us immediately upon receipt of our acceptance of your order and confirmed by a United Kingdom bank acceptable to us. The letter of credit shall be for the price payable for the goods (together with any tax or duty payable) to us and shall be valid for six months. We are entitled to immediate cash payment on presentation to such United Kingdom bank of evidence of the confirmation of the first carrier that it has taken possession of the goods.
• Charges incurred in respect of the letter of credit shall be for your account.
• You must comply with all laws regarding economic or trade embargoes and sanctions laws that are applicable to your activity (Sanctions Regulations). You declare that you are not a listed person nor owned or controlled by a listed person under any of the sanctions regulations of the United States, the European Union, the United Kingdom, or the United Nations. Furthermore, you shall refrain from directly or indirectly selling the products and/or services sold or rendered by us or any of our affiliates into the territories of Cuba, Iran, Crimea (Region of Ukraine), North Korea and Syria subject or target of economic sanctions of the United States (OFAC), European Union, United Kingdom, United Nations or other applicable jurisdictions, nor to any customer established in those territories. Likewise, there are certain products of ours whose sale or export to Russia (and eventually other countries) is restricted by the United Kingdom, European Union and/or the United States of America (Restricted Products). You must refrain from selling, supplying, transferring or exporting, directly or indirectly, restricted products (as applicable from time to time) to any natural or legal person, entity or body in Russia or for its use in Russia or any other country where the export of the relevant products/ services might be restricted in accordance with applicable Sanctions Regulations, from time to time. We have the right to:
  • request, at any time, information and documentation from you in order to verify the effective fulfilment of the obligations set forth in this paragraph;
  • terminate or suspend our business relationship with you arising from your violation of the obligations set forth in this paragraph; and
  • claim compensation for losses and damages arising from your violation.

You will as soon as reasonably practical notify us in writing if:

• at any time prior to or during the term of our contract, there is any fact or circumstances that would give rise to a breach of this paragraph; or
• you become aware of any breach or suspected breach of this paragraph; and
• you will provide such information about such fact or circumstances or about the breach as we require to comply with our obligations to any of the sanctions regimes of the United Kingdom, European Union, the United States, the United Nations or other applicable jurisdiction, or as we reasonably otherwise request.

SOMETIMES WE REJECT ORDERS

Sometimes we reject orders, for example, because a product is unexpectedly out of stock, because you are located outside the UK or because the product was mispriced by us. When this happens, we let you know as soon as possible and refund any sums you have paid.

WE CHARGE WHEN WE ACCEPT YOUR ORDER OR WE SUPPLY YOUR PRODUCT

Payment for the goods shall be made in clear and full funds prior to delivery of the goods, and delivery shall not be made until payment has been received in full by us.

However, for some products we take payment at regular intervals, as explained to you during the order process. If your product is goods (rather than services), risk in the goods shall pass to you on completion of delivery (which is set out below). Title to the goods shall pass to you on payment in full for the products. When we deliver the goods to an address specified by you, completion of delivery shall occur on the unloading of the goods at the delivery location specified in our order confirmation email. When you collect goods from us, completion of delivery shall occur on the goods arrival at the collection location specified in our order confirmation email.

Until title to the goods have passed to you, you must

• hold the goods on a fiduciary basis as our bailee;
• store the goods separately from all other goods held by you so that they remain readily identifiable as our property;
• not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
• maintain the goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
• notify us immediately if you have entered a corporate insolvency procedure (section 233B, Insolvency Act 1986; and
• give us such information relating to the goods and your ongoing financial position as we may require from time to time, but you may resell or use the goods in the ordinary course of your business provided if you do so, you do so as principal and not as our agent.

You shall not pledge or in any way charge by way of security for any indebtedness any goods which remain the property of us, but if you do so, all monies owing by you to us shall (without prejudice to any other rights or remedies of ours) become immediately due and payable.

You shall inform any sub-purchaser that the goods are sold subject to a retention of title clause and they shall impose a clause in similar terms to the sub-purchaser providing the same rights as in this paragraph.

Before title to the goods passes to you and provided the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the goods and, if you fail to do so promptly, enter any premises of yours or of any third party where the goods are stored in order to recover them if:

• you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
• you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or makes a proposal for or enter into any compromise or arrangement with your creditors;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of you (being a company);
• an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over you (being a company);
• the holder of a qualifying floating charge over the assets of you (being a company) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of you or a receiver is appointed over the assets of you;
• you (being an individual) is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of you attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
• any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in the paragraphs above; or
• you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business.

IF YOU ARE A BUSINESS CUSTOMER YOU HAVE NO SET-OFF RIGTHS 

If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law.

We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

WE CHARGE INTEREST ON LATE PAYMENTS

If we’re unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.

If the rate of VAT changes between your order date and the date we supply the product, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.

We are VAT and CIS registered.  We will assume the Customer is an End User for the purposes of the domestic Reverse Charge VAT Scheme for construction services and consequently we will not apply the Reverse Charge VAT rules. It is the responsibility of the Customer to advise us if they consider the Reverse Charge should apply.

WE’RE NOT RESPONSIBLE FOR DELAYS OUTSIDE OUR CONTROL

Either we will deliver the goods to the location specified in the order, or you will collect the goods from the location specified in the order, whether you collect or we deliver the goods is to be determined when you place an order.

We may deliver the goods by instalments, which shall be invoiced and paid for separately. If we deliver the goods by instalments due to operational reasons or shortage of stock, you will not be charged extra delivery costs for this. If you request that we deliver your order in instalments, we may charge you additional delivery costs. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

If our supply of your product is delayed by an event outside our control, we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial and extends the estimated delivery date by more than 3 months you can contact the Certikin Team at: info@certikin.co.uk to end the contract and receive a refund for any products you have paid for in advance, but not received.

If the delay in delivery is caused by you, or you fail to take delivery of the goods within 2 business days of us notifying you that the goods are ready, then except where such failure or delay is caused by an event outside our control, or by our failure to comply with our obligations under these terms in respect of the goods:

• delivery of the goods shall be deemed to have been completed at 9.00 am on the business day following the day on which we notified you that the goods were ready; and
• we shall store the goods until delivery takes place, and charge you for all related costs and expenses (including insurance).

If 2 business days after we notified you that the goods were ready for delivery, you have not accepted or taken delivery of them, we may resell or otherwise dispose of part or all of the goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the goods or charge you for any shortfall below the price of the goods.

You shall not be entitled to reject the goods if we deliver up to and including 5 per cent more or less than the quantity of goods ordered, but a pro-rata adjustment shall be made to the order invoice on receipt of notice from you that the wrong quantity of goods was delivered. You must provide us with notification of non-delivery or damage to the goods in writing in accordance with the paragraph below.

Damage caused in transit or non-delivery of goods (or part of them). If this damage or non-delivery of goods is apparent by reasonable inspection on delivery, we must be notified immediately in writing and this must be recorded on the carrier’s paperwork at the time of delivery. We shall have no liability for non-delivery or delivery of damaged goods unless notification is made by you to us as prescribed by these terms. For the avoidance of doubt, checking of goods must be done at the time of delivery and prior to you signing any delivery paperwork as any damage must be noted on the delivery paperwork. Any damage reported after delivery and not noted on the delivery paperwork will not be accepted by us under any circumstances.

Any samples, drawings, descriptive matter or advertising issued by us and any descriptions, photographs or illustrations of the products contained in our catalogues, brochures, price lists or website are issued or published for the sole purpose of giving an approximate idea of the products described in them. They shall not form part of the contract or have any contractual force. No images are to be reproduced by the Customer without prior permission from the Company.

PRODUCTS CAN VARY SLIGHTLY FROM THEIR PICTURES

You must obtain and maintain all necessary licences, permissions and consents which may be required for the goods before the date on which the goods are to be delivered to you.

You must comply with all applicable laws, including any requirements under the Offensive Weapons Act 2019 and health and safety laws which may be relevant to the purchase of the goods.

YOU’RE RESPONSIBLE FOR MAKING SURE YOUR MEASUREMENTS AND SPECIFICATION SUPPLIED BY YOU ARE ACCURATE

If we’re making or supplying the product to measurements or a specification you provide, you’re responsible for making sure those measurements and specification are correct. For further information on providing a specification and tips on how to measure contact the Certikin Team at: info@certikin.co.uk

You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with our use of any specification you supply to us.

WE CHARGE YOU IF YOU DON’T GIVE US INFORMATION WE NEED TO DO PREPARATORY WORK AS AGREED WITH US 

We charge you additional sums if you don’t give us information we’ve asked for about how we can access your property for delivery, installation or to provide services or if you don’t do preparatory work for installation, as agreed with us. We may also charge you additional sums if you delay installation by more than one month after the date of installation confirmed in the order confirmation email. For example, we might need to re-deliver on another vehicle or with extra manpower or reschedule services.

IF YOU ARE A CONSUMER AND YOU BOUGHT ONLINE, BY EMAIL OR OVER THE TELEPHONE, YOU HAVE A LEGAL RIGHT TO CHANGE YOUR MIND AND HOWEVER YOU BOUGHT, YOU HAVE RIGHTS UNDER OUR GUARANTEE

Your legal right to change your mind. For most of our products bought online, by email, or over the telephone, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some conditions, as set out below.

Our goodwill guarantee for consumers. In addition, we, Certikin International Limited registered in England and Wales with company number 03047290, offer our UK consumer customers a goodwill guarantee for most products however they are purchased, which is more generous than your legal rights in the ways set out below. This goodwill guarantee does not affect your legal rights if there is something wrong with your product (for more on those rights see You have rights if there is something wrong with your product).

When you can’t change your mind. You can’t change your mind about an order for:

• services, once these have been completed;
• products that are perishable, including but not limited the products under the following headings in our price list: Chemicals, Fragrances, Test Tablets, Test Strips, Test Reagents, Tile Grout Adhesive, Glues and Cleaners, and Solvent Cements;
• any products subject to batch colour production including but not limited to the products under the following headings in our price list: Paint, Copings, On Site Lining Material;
• any products which have a security seal which you have opened or unsealed;
• goods that are made to measure, bespoke, custom made, made to your specifications or are clearly personalised; and
• goods which become mixed inseparably with other items after their delivery.

The deadline for changing your mind. If you change your mind about a product you must let us know no later than 14 days after:

• the day we deliver your product, if it is goods. If the goods are for regular delivery (for example, a subscription), you can only change your mind after the first delivery. If the goods are split into several deliveries over different days, the period runs from the day after the last delivery.
  • the day we confirm we have accepted your order, if it is for a service.

How to let us know. To let us know you want to change your mind, contact the Certikin Team: by email to info@certikin.co.uk or by telephone on 01993 777200 or by post to Certikin International Ltd, Unit 4, Tungsten Park, Colletts Way, Witney, OX29 0AX. You must include details of the order to help us identify it. If you send the cancellation notice by e-mail or by post, then its cancellation is effective from the date you send the e-mail or post the letter. For example, you will have given us notice in time as long as you get the letter into the post on the last day of the cancellation period or e-mail before midnight on that day.

You have to return the product at your own cost. If your product is goods, you have to return it to us within 14 days of your telling us you have changed your mind. The return address will be specified in our goods return authorisation form. Returns are at your own cost, unless we offer you a free return or collection. You can:

• bring the product to one of our premises, the address for returns will be specified in our goods return authorisation form. You will need your email receipt and the card you paid with.
• send the product back to us, using an established delivery service, the address will be specified in our goods return authorisation form. You will need your email receipt and the card you paid with. You should keep a receipt or other evidence from the delivery service that proves you have sent the product and when you sent it. If you don’t do this and we don’t receive the within 2 months from the date you tell us you have changed your mind, we won’t refund you the price. For help with returns, including our collection arrangements for goods which can’t be posted, contact the Certikin Team at: info@certikin.co.uk.

We only refund standard delivery costs. We don’t refund any extra you have paid for express delivery or delivery at a particular time.

You have to pay for services you received before you change your mind. If you bought a service we don’t refund you for the time you were receiving it before you told us you’d changed your mind.

We reduce your refund if you have used or damaged a product. If you handle the product in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the product’s condition is not “as new”, price tags have been removed, the product-branded packaging is damaged, or accessories are missing. In some cases, because of the way you have treated the product, no refund may be due. The Certikin Team: info@certikin.co.uk can advise you on whether we’re likely to reduce your refund.

When and how we refund you. If your product is a service or goods that hasn’t been delivered or that we’re collecting from you, we refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. If your product is goods that you’re sending back to us, we refund you within 14 days of receiving them back from you (or receiving evidence you’ve sent them to us). We refund you by the method you used for payment. We don’t charge a fee for the refund.

Your rights and remedies if you are a business. If you change your mind about your purchase of goods, you cannot cancel or return your products to receive a refund of what you paid for the goods without our written agreement. To let us know you want to change your mind, contact the Certikin Team: by email to info@certikin.co.uk or by telephone on 01993 777200 or by post to Certikin International Ltd, Unit 4, Tungsten Park, Colletts Way, Witney, OX29 0AX. You must include details of the order to help us identify it. You may cancel or return the goods to us only if we issue a goods return authorisation form to you, which is at our sole discretion.

You cannot cancel services once we have begun to supply the services.

RETURNING GOODS

If you are based in the UK, it is possible to return goods on our transport at the time of a regular delivery providing a “Goods Return Authorisation” has been obtained in advance (and space permitting) but a signed acknowledgement from the driver of our vehicle must be obtained for any such parts or equipment involved. A copy of this acknowledgement may be called for in the event of a subsequent query regarding such returns.

If it has been agreed that we will issue replacement part(s) for repair of equipment still under warranty, an invoice for the part(s) will be raised accordingly. The invoice will be credited only when suspected faulty part(s) have been returned, inspected and found to be faulty. Please ensure that suspected faulty part(s) are returned in accordance with the section below titled “You have rights if there is something wrong with your product”.

YOU HAVE RIGHTS IF THERE IS SOMETHING WRONG WITH YOUR PRODUCT

Return the product to us. If you think there is something wrong with your product, you must contact the Certikin Team at:  info@certikin.co.uk A goods return authorisation form will be emailed to you and a copy of this must be clearly attached to the item or package being returned to the Company.

Your rights and remedies if you are a consumer. We honour our legal duty to provide you with products that are as described to you on our website and that meet all the requirements imposed by law. Your legal rights are summarised below. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.citizensadvice.org.uk. Remember too that You have several options for resolving disputes with us.

Your rights if you are a business. We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), any products which are goods shall:

• conform in all material respects with their description and any relevant specification;
• be free from material defects in design, material and workmanship;
• be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
• be fit for any purpose held out by us.

Your remedies if you are a business. Unless an exception applies (see Exceptions to business customers’ warranty below) if:

• you give us notice in writing during the warranty period within a reasonable time of discovery that a product does not comply with the business customer warranty (see Your rights if you are a business above);
• we are given a reasonable opportunity of examining such product; and
• you return such product to us at our cost,

we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full and this will be your only remedy for breach of the warranty. The repaired or replacement products will be delivered to the same location specified in the original order. These terms shall apply to any repaired or replacement products supplied by us.

Exceptions to business customers’ warranty. We will not be liable for a product’s failure to comply with the business customer warranty (see Your rights if you are a business) if:

• you make any further use of such product after telling us it is non-compliant;
• the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
• the defect arises because we followed any drawing, design or specification supplied by you;
• you alter or repair the product without our written consent;
• the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
• the products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards; or
• the products in question are perishable goods.

Goods not found to be defective. If the goods upon examination by us are not found to be defective, you shall be responsible for our reasonable costs of the examination and all costs of carriage to and from us.

Third party products. Unless otherwise agreed by us in writing, we give no warranty or guarantee in relation to any third party products contained in the goods and you shall rely only on any warranty or guarantee provided directly by the manufacturer of the third party products.

WE CAN CHANGE PRODUCTS, SERVICES AND THESE TERMS 

Changes we can always make. We can always change a product or service:

• to reflect changes in relevant laws and regulatory requirements; and
• to make minor technical adjustments and improvements, for example to address a security threat.

We will give you notice of any changes we make unless the changes are limited to minor alterations to our products.

WE CAN SUSPEND SUPPLY OF PRODUCTS (AND YOU HAVE RIGHTS IF WE DO)

We can suspend the supply of a product. We do this to:

• deal with technical problems or make minor technical changes;
• update the product to reflect changes in relevant laws and regulatory requirements; or
• make changes to the product (see We can change products, services and these terms).

Your rights if we suspend supply. We contact you in advance to tell you if we are suspending supply, unless the problem is urgent or an emergency. If we suspend supply, or tell you we’re going to suspend supply, for more than 3 months you can contact the Certikin Team: by email to info@certikin.co.uk or by telephone on 01993 777200 or by post to Certikin International Ltd, Unit 4, Tungsten Park, Colletts Way, Witney, OX29 0AX to end the contract and we’ll refund any sums you’ve paid in advance for products you won’t receive.

WE CAN END OUR CONTRACT WITH YOU 

We can end our contract with you for a product and claim any compensation due to us (including enforcement costs) if:

• you don’t make any payment to us when it’s due and you still don’t make payment within 7 days of our reminding you that payment is due;
• you don’t, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the product or service;
• you have entered a corporate insolvency procedure (section 233B, Insolvency Act 1986);
• you don’t, within a reasonable time, either allow us to deliver the product to you or collect it from us. If you have said you will collect a product but you don’t do this within 10 days then (unless the product is made to your specifications or is clearly personalised) we treat your order as cancelled and refund the purchase price, see If you are a consumer and you bought online, by email, over the telephone, you have a legal right to change your mind and however you bought you have rights under our guarantee; or
• you are unable to accept delivery of our order as the person accepting delivery (in our reasonable opinion) is not 18 years or over and is unable to provide identification to establish their age.

On termination of the contract for any reason:

• you must immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of goods and services supplied but for which no invoice has yet been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
• you must return all of our materials and any goods which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you will be solely responsible for their safe keeping and will not use them for any purpose not connected with this contract;
• any accrued rights and remedies as at termination shall not be affected, 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; and
• any terms which expressly or by implication have effect after termination shall continue in full force and effect.

WE DON’T COMPENSATE YOU FOR ALL LOSSES CAUSED BY US OR OUR PRODUCTS

Our liability to consumers. We’re responsible for losses you suffer caused by us breaking this contract unless the loss is:

• Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
• Caused by a delaying event outside our control. As long as we have taken the steps set out in the section “We’re not responsible for delays outside our control”, We are not responsible for delays outside our control.
• Something you could have avoided by taking reasonable action.
• A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in Your rights if you are a business.

Damage to property. If we are installing the goods and/or providing services at a property, we will make good any damage to the property caused by us in the course of installation or performance. However, we are not responsible for the cost of repairing any pre-existing faults or damage to the property that we discover in the course of installation and/or performance of the services.

Domestic and Private use only. We only supply the goods and/or services to you for domestic and private use. You agree not to use the goods and/or services for any commercial, business or re-sale purpose, and we shall have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Our liability to businesses. If you’re a business, then, except in respect of the losses described in Losses we never limit or exclude:

• we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
• our total liability to you for all other losses arising under or in connection with any order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products set out under such order.

Losses we never limit or exclude. Nothing in these terms shall limit or exclude our liability for:

• death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• defective products under the Consumer Protection Act 1987; or
• any matter in respect of which it would be unlawful for us to exclude or restrict liability.

No implied terms about goods. Except to the extent expressly stated in Your rights if you are a business, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.

WE USE YOUR PERSONAL DATA AS SET OUT IN OUR PRIVATE POLICY

How we use any personal data you give us is set out in our Privacy Policy, a copy of which is also available on our website on the bottom of our landing page under the heading “Privacy Policy”, at: The Cool Pool Privacy Policy, or upon request.

YOU HAVE SEVERAL OPTIONS FOR RESOLVING DISPUTES WITH US

Complaints. Contact the Certikin Team: by telephone on 01993 777200 or by email at info@certikin.co.uk will do their best to resolve any problems you have with us or our products.

You can go to court. These terms are governed by English law. If you are a consumer then, wherever you live, you can bring claims against us in the English courts and if you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. If you are a consumer we can claim against you in the courts of the country you live in. If you are a business you irrevocably agree to submit all disputes arising out of or in connection with our contract with you to the exclusive jurisdiction of the English courts.

OTHER IMPORTANT TERMS APPLY TO OUR CONTRACT

Intellectual Property Rights. All intellectual property rights in or arising out of or in connection with the goods and services shall be owned by us. You acknowledge that, in respect of any third party intellectual property rights, your use of any such intellectual property rights is conditional on us obtaining a written licence from the relevant licensor on such terms as will entitle us to license such rights to you.

You must keep and maintain all our materials, equipment, documents and other property of ours at your premises in safe custody at your own risk, maintain such materials in good condition until returned to us, and not dispose of or use our materials other than in accordance with our written instructions or authorisation. All our materials are our exclusive property.

Confidentiality. We must not disclose to any person any technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature or any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except that we may disclose confidential information:

• to our employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the contract between us. Our employees, officers, representatives or advisers must also keep confidential information confidential; and
• as may be required by law, court order or any governmental or regulatory authority.

We must not use each other’s confidential information for any purpose other than to perform this contract.

Use of our website:

• If requested and in our sole discretion, we may provide you with an individual password to access our website (www.certikin.co.uk). It is your sole responsibility to keep this password secure. We will accept no responsibility for the misuse of the password and you accept full liability for orders placed under your password.
• Orders placed on our website are governed in all respects by these terms.
• We reserve the right to change, suspend or withdraw any part of our website. Access to our website may be denied at the sole discretion of us to any customer who breaches these terms.
• Our website and its contents are provided to you on an “as is” and “as available” basis. We do not make and expressly disclaim to the fullest extent permitted by law any and all representations or warranties of any kind with respect to our website and its contents including without limitation its completeness, accuracy, fitness or suitability for any purpose or freedom from viruses.
• We, our directors, employees and other agents shall not be liable for damages of any kind including without limitation, direct, indirect, special or consequential damages, loss of income or profits, loss of or corruption of data, loss of or damage to property or claims of third parties, arising out of or in connection with your use of our website.
• Your attention is drawn to our Privacy Policy found on our website on the bottom of our landing page under the heading “Privacy Policy”, at: The Cool Pool Privacy Policy, or upon request and governing the access and use thereof.

We can transfer our contract with you, so that a different organisation is responsible for supplying your product.

You can only transfer your contract with us to someone else if we agree to this. You need our agreement to transfer your contract with us and it’s entirely up to us whether we give it.

Nobody else has any rights under this contract. This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.

If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

Even if we delay in enforcing this contract, we can still enforce it later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.

Variation. Except as set out in these terms, any variation, including the introduction of any additional terms and conditions, to the contract shall only be binding when agreed in writing and signed by us.

Waiver. A waiver of any right or remedy under the contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by either of us in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the contract are cumulative and do not exclude rights provided by law. You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents that are inconsistent with these terms.

No partnership. Nothing in the contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.