TERMS AND CONDITIONS
These terms (“Terms”) apply to all Products purchased by or on behalf of a Customer direct from Actavo (UK) Limited (“Actavo Direct”) for Customer’s internal use only in the United Kingdom and to the exclusion of all other terms and conditions. These Terms together with Actavo Direct’s Order Documents and Product Documents (as defined below) form a legally binding contract between Customer and Actavo Direct for the purchase of Products (“the Agreement”). These documents will apply in following order of priority: (1) Order Documents; (2) these Terms and (3) Product Documents.
“Confidential Information” means information of the disclosing party that is not generally known to the public, such as, product plans, pricing, marketing and sales information, customer lists, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential.
“Customer” means the legal person or legal entity who agrees to buy the Products from Actavo Direct via the Website.
“Consumer” means any natural person who orders Products in a capacity which is outside his or her trade, craft business or profession. Persons who purchasing Products for their trade, business, craft or profession, or, in order to resell are not considered as Consumers.
“Contract” means the contract for the sale of Products by Actavo Direct directly to the Customer in accordance with these Terms;
“Actavo Direct” means Actavo (UK) Services Limited incorporated in England and Wales with registered number 4013621 with registered office at Unit C Cedar Court Office park, Denby Dale Road, Calder Grove, Wakefield, West Yorkshire, WF4 3QZ
"Intellectual Property Rights" means any patent, copyright, database right, moral right, design right, registered design, trade mark, service mark, domain name, metatag, utility model, unregistered design or, where relevant, any application for any such right, or other industrial or intellectual property right subsisting anywhere in the world and any intellectual property rights in know-how, documentation, and techniques associated with the Products.
“Order Confirmation” means the written confirmation from Actavo Direct to the Customer confirming that it has accepted the order for the Products in accordance with the terms and conditions of these Terms.
“Order Documents” means online order placed by the Customer on the Website together with the order confirmation sent by Actavo Direct to Customer which describes the Products purchased by Customer under the Agreement as well as Prices, payment terms and other provisions.
“Prices” means the gross price payable for the Products including the charges set out in the Order Confirmation.
“Products” means products supplied by Actavo Direct to the Customer under the Agreement.
“Product Documentation” means the documentation (in whatever format) describing how the Products should be installed, erected, operated, and/or used (as applicable) as may accompany the Products or which may be requested from Actavo Direct either online or in hardcopy form.
“Website” means www.actavodirect.com
2. Order and Acceptance
2.1 The Customer may place an order for Product(s) directly with Actavo Direct via the Website. The placing of an order by the Customer represents an offer by the Customer to buy the Products subject to these Terms. Please note that the Contract between the Customer and Actavo Direct is formed only when Actavo Direct accepts the Customer’s order by issuing the Customer with an Order Confirmation in writing.
2.2 Any Products forming part of your order which are not detailed in Actavo Direct’s Order Confirmation do not form part of that Contract. If there are any inaccuracies or errors in Actavo Direct’s Order Confirmation, you must contact Actavo Direct immediately, so that has an opportunity to correct any mistake or clarify any misunderstanding before commencing delivery/performance.
2.3 Actavo Direct may make minor changes to the specification of the Product you order if for example there is a scarcity of a particular component or for any other reasonable grounds notified to you. Any such minor change will be to at least an equivalent or better specification and will not adversely affect the material functionality or performance of the Product. Any such change will be set out in the applicable Order Confirmation. Acceptance of delivery of items listed in the Order Confirmation that are subject to a minor change, and use by the Customer will constitute acceptance by the Customer of the minor changes in the order.
2.4 If Actavo Direct is unable to fulfil a Customer order (or any part thereof), Actavo Direct will notify the Customer, and any payment received by Actavo Direct for such unconfirmed part of the order will be promptly returned.
3. Price and Payment
3.1 Actavo Direct requires payment in full prior to delivery/performance, and will suspend delivery and performance until full payment is received. The price to be paid by the Customer will be set out in the Order Confirmation. All prices are inclusive of VAT at the prevailing rate and are exclusive of delivery charges unless otherwise stated. If the Customer is eligible for tax exemptions it will provide Actavo Direct with a valid certificate of exemption or other documentary proof of exemption acceptable to Actavo Direct.
3.2 In the unlikely event of any discrepancy between the price set out in the Order Confirmation, and the price stated on the Website at the time the order is placed the Customer should contact Actavo Direct immediately at 0800 1337 494.
3.3 Prices for the Products shall be stated in the Order Documents. Where deliveries occur in instalments or phases Actavo Direct may need to adjust Prices for Products, due to changes in exchange rates, taxes, duties, freight, levies and purchase costs. Quotes provided by Actavo Direct exclude value added tax, sales tax, governmental fees and any other applicable taxes, levies, and shipping charges unless expressly set out in the quote. Such charges are payable by Customer in addition to the prices quoted and may appear as separate items on the Order Documents.
4. Delivery, Ownership and Risk
4.1 The place of delivery and either (a) Actavo Direct depot for pick up by Customer; or (b) estimated delivery date of Product(s) will be stated on the Order Confirmation.
4.2 If the Order Confirmation specifies that Actavo Direct is responsible for delivering the Products to the Customer then Actavo Direct shall arrange for delivery of the Products to Customer’s location as set out in the Order Documents. Delivery dates are non-binding and time for delivery shall not be of the essence. If no delivery dates are specified, delivery shall be within a reasonable time. Actavo Direct may elect to deliver the Products in instalments. Actavo Direct shall not be liable for any loss (including loss of profits), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by Actavo Direct’s negligence), nor will any delay entitle Customer to terminate or rescind the Agreement. Actavo Direct shall only be liable for any non-delivery of Products if Customer gives written notice to Actavo Direct within 7 days of the date when the Products would, in the ordinary course of events, have been delivered. The Customer shall be responsible for unloading the Products and for checking the Products in the presence of the carrier and in the event of shortage and/or damage the carrier’s ticket must be endorsed accordingly. Separate written notification must be given to Actavo Direct within three days of delivery. Claims cannot be recognised unless this action has been taken and Actavo Direct’s liability in this respect is limited accordingly.
4.3 If the Order Confirmation specifies that the Customer shall collect the Products from one of Actavo Direct’s depots then the Customer shall be responsible for collecting the Products from the Actavo Direct location specified in the Order Confirmation on the date specified in the Order Confirmation. Any stock not collected within 14 days of the date specified in the Order Confirmation shall be considered as forfeited by the Customer and Actavo Direct may use for other purposes with the Customer being charged for the full value of the Products ordered. The Customer shall be responsible for loading the Products and for checking the Products in the presence of Actavo Direct and in the event of shortage and/or damage the receipt must be endorsed accordingly. Separate written notification must be given to Actavo Direct within three days of collection. Claims cannot be recognised unless this action has been taken and Actavo Direct’s liability in this respect is limited accordingly.
4.4 Once Actavo Direct delivers Product(s) to Customer (or their representative) the Customer will take on risk of damage to or loss of the Product(s).
4.5 If for any reason Customer does not accept delivery of any of the Products when they are ready for delivery, or Actavo Direct is unable to deliver the Products on time because Customer has not provided appropriate instructions, documents, licences or authorisations then the Products will be deemed to have been delivered, risk passing to Customer (including for loss or damage caused by Actavo Direct’s negligence) and Actavo Direct may:
4.5.1 Store the Products until actual delivery and Customer shall be liable for all related costs and expenses (including without limitation storage and insurance); or
4.5.2 Sell the Products at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge Customer for any shortfall below the Price for the Products.
4.6 48 hour delivery terms and conditions: Orders placed between Monday – 1pm Friday are eligible for 48 hour delivery (Please see delivery costs for 48 Hour UK Service). As delivery excludes weekends, orders places on Friday will aim to be delivered on Monday. Orders placed after 1pm on Friday will be delivered on the Monday/Tuesday of the following week. Orders placed on Saturday and Sunday will aim to be delivered on Monday/Tuesday of the following week.
If you are a Consumer:
The place of delivery and estimated delivery date of Product(s) be stated on the Order Confirmation or as confirmed to you by phone by Actavo Direct. If the estimated delivery date cannot be met, then Actavo Direct will notify you with a revised estimated delivery date. If delivery is not made within 30 days from the original date of your order and you have not subsequently accepted delivery or agreed to a delivery date outside the 30 days, you may cancel your order without charge and obtain a full refund. This right is in addition to your “cooling off” rights.
4.7 Next Day Delivery (subject to availability): Next Day Delivery is next working day on orders placed before 1pm. This service does not deliver on weekends. Orders placed before 1pm on Fridays will be delivered on Mondays, orders placed after 1pm on Fridays will be delivered on Tuesdays.
4.8 Delivery offers, including free delivery and discounted delivery offers, are not aplpicable to our modular buildings products. These products are very large and require specialist transportation.
5. Cancellation Rights and Cooling Off Periods (Consumers only)
5.1 Changes in a Product may occur after a Consumer places an order but before Actavo Direct ships the Product. No changes will be allowed after Actavo Direct ships the Product.
If you are a Consumer then you have the right to cancel and return the Products (Cooling Off Rights). That right is for 14 calendar days beginning on the day after the date of delivery or collection by you of the Products. To exercise your right to cancel, you must notify Actavo Direct in writing of your wish to cancel and Actavo Direct will arrange for collection of the Product(s) or otherwise provide instructions for convenient return. You must return all cancelled Product(s) to Actavo Direct in original condition (you will be responsible for any damage) and within 14 calendar days of your cancellation notice, unless Actavo Direct provides a later collection date. All costs of return (including those of Actavo Direct) will be payable by you. Actavo Direct will refund you (a) the price that you paid for the cancelled Products; and (b) the Actavo Direct standard delivery charge for such cancelled Product (s) s (if a delivery charge was charged) (regardless of whether you choose a more expensive option for delivery); with the direct costs of Actavo Direct in collecting the cancelled Product(s) from you being deducted from such refund amount. The net amount will be paid to you within 14 calendar days of receiving your cancellation notice, however, Actavo Direct may withhold payment of your net refund pending receipt of the returned Product (in its original condition). Once the 14 day Cooling Off Period has ended and unless Actavo Direct agrees otherwise in writing, you do not have a right to cancel or return your order.
6.1 Actavo Direct is under no liability for any drawings, design or specification and submission of such does not constitute any warranty, guarantee, representation or opinion of the practicability of construction or the efficacy, safety or otherwise of goods to be supplied by Actavo Direct accordance therewith and Actavo Direct will not be responsible for the costs of any additional work caused by defects in such drawings, design or specification. In no case shall the Seller be liable for any consequential loss or damage caused directly or indirectly by any defect or otherwise howsoever. Many of the products are of a technical nature and it is not practical to publish detailed specifications of all the Products and keep specifications completely up to date. All descriptive matter, drawings, pictures, colours, specifications and advertising on the Website are for the sole purpose of giving an approximate description of the Products. The descriptions, videos etc. of the Products available on the Website are for information purposes only and Actavo Direct makes no warranty (express or implied) that the Products will meet your requirements or will operate or comply with such information.
6 .2 All warranties, conditions and other terms implied by law are to the fullest extent permitted by law, excluded from this Agreement save that the conditions and warranties implied by the Sale of Goods Act 1893 as amended by the Supply of Goods (Implied Terms) Act 1973 and any amendment or extension thereof shall apply save in so far as they are not lawfully excluded by these conditions
6.6 Actavo Direct shall not be liable under the warranties given in this clause 6 in respect of:
6.6.1 any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Actavo Direct’s instructions (whether oral or in writing), misuse or alteration, modification, adjustment or repair of the Products and/or without Actavo Direct’s approval;
6.6.2 if the total Price for the Products has not been paid by the due date for payment;
6.6.3 for any Products, Deliverables parts, materials or equipment not manufactured or produced by Actavo Direct, in respect of which Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or supplier to Actavo Direct to the extent that they are assignable by Actavo Direct to Customer;
6.6.4 any type of defect, damage or wear specifically excluded by Actavo Direct by notice in writing; and/or
6.6.5 if Customer makes any further use of the Products after giving notice of an issue.
6.7 Actavo Direct does not warrant that the Products will function (1) with any specific configuration not provided by Actavo Direct or (2) to produce a specific result even if the configuration or result has been discussed with Actavo Direct.
7.1 Neither party excludes or limits liability to the other party for (1) death or personal injury resulting from negligence, (2) fraud or (3) fraudulent misrepresentation or (4) any other liability that cannot be excluded by law.
7.2 Neither party shall be liable for:
7.2.1 special, indirect or consequential loss or damages;
7.2.2 loss of profit, income or revenue;
7.2.3 loss of goodwill or reputation;
7.3 Actavo Direct’s total liability to Customer howsoever arising out of or in connection with the Agreement whether for negligence or breach of contract or otherwise shall not exceed 125% of the Price payable by Customer under the Agreement for Products.
Each party must treat all Confidential Information received from the other party as it would treat its own confidential information generally, but with no less than a reasonable degree of care.
The Customer shall defend and indemnify Actavo Direct in respect of all claims by any person whatsoever for injury to persons and/ or damage to property caused by or in connection with or arising out of the use of the Products and in respect of all costs and charges in connection therewith whether arising under statute or common law.
10.1 Either party may (without prejudice to any other rights or remedies it may have against the other party) terminate this Agreement by notice in writing immediately if the other party:
10.1.1 commits a material breach of the Agreement and fails to remedy such breach within 30 days of written notice; or
10.1.2 ceases, or threatens to cease, to carry on business or, becomes insolvent.
10.2 Actavo Direct may terminate this Agreement with immediate written notice if Customer:
10.2.1 fails to pay undisputed sums properly due to Actavo Direct in accordance with the Agreement;
11.2.2 Customer breaches any obligations, warranties and indemnities set out in the Agreement.
11.3 On termination of this Agreement, all rights and obligations of the parties relating to the Products, and/or relevant to the specific Order Documents under the Agreement will automatically terminate except for rights of action accruing prior to its termination
12. Force Majeure
Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by any circumstances beyond a party’s reasonable control including, without limitation, fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (“Force Majeure Event”) provided that the delayed party shall provide the other party with prompt written notice of the Force Majeure Event. The delayed party’s time for performance shall be excused for the duration of the Force Majeure Event, but if the Force Majeure Event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement by giving written notice to the delayed party.
13. Data Privacy
13.2 Customer authorises Actavo Direct to collect, use, store and transfer the personal data Customer provides to Actavo Direct for the purpose of performing Actavo Direct’s obligations under this Agreement and for any additional purposes described, pursuant to the Agreement.
13.4 Actavo Direct may, in the normal course of business, make worldwide transfers of personal data on its corporate systems, to other entities, agents or subcontractors in the same group of companies, or to other relevant business partners who may have incidental access to personal data. When making such transfers, Actavo Direct shall ensure appropriate protection is in place to safeguard personal data transferred under or in connection with this Agreement.
13.5 Actavo Direct shall not be liable for any claim brought by Customer or a data subject arising from any action or omission by Actavo Direct to the extent that such action or omission resulted from compliance by Actavo Direct with Customer’s instructions.
14 Amendments to these Terms
Actavo Direct will update these terms and conditions from time to time. Updated terms and conditions will be published on the Website. Any future changes will not affect Contracts already concluded unless the changes are required to be made and given retrospective effect by any law or government authority (in which case it will apply to Contracts already concluded if required to do so)
15.1 Notices given under the Agreement must be in writing and shall be effective when delivered to the other party’s legal officer at the address stated on Actavo Direct’s invoice.
15.2 Neither party may assign or transfer this Agreement without the prior written consent of the other party except that (1) no consent is required by Actavo Direct to assign to its affiliated companies and (2) Actavo Direct may subcontract its obligations under the Agreement but shall remain liable and responsible to Customer for such obligations.
15.3 This Agreement constitutes the entire agreement between the parties and each party acknowledges that in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in the Agreement shall limit or exclude any liability for fraud or fraudulent misrepresentation.
15.4 Any changes to this Agreement or to any order placed pursuant to it shall not be valid or binding unless it is in writing and agreed by parties. If any provision of this Agreement should be found to be void or unenforceable, such provision will be struck out or modified to the extent necessary to comply with the law, and the remainder of this Agreement shall remain in full force and effect.
15.5 A waiver by either party of a breach of the Agreement or delay or failure to enforce a right under the Agreement shall not constitute a waiver of any subsequent breach of the Agreement.
15.6 A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1966 to enforce any term of the Agreement.
15.7 The Agreement and any non-contractual obligations shall be interpreted according to English law and the English courts shall have exclusive jurisdiction.
15.8 The parties agree that the United Nations Convention on Contracts for the International Sale of Goods 1980 (Vienna Convention) shall not apply to the Agreement.
16. 48 hour delivery
16.1 Orders placed before 1pm (Monday to Friday) are eligible for 48 hour delivery (Please see delivery costs for 48 Hour UK Service). Orders placed after 1pm (Monday to Thursday) are eligible for 48 hour delivery from next Working Day.
16.2 As delivery excludes weekends, orders places on Friday will aim to be delivered on Monday/Tuesday. Orders placed after 1pm on Friday will aim to be delivered on the Tuesday/Wednesday of the following week. Orders placed on Saturday and Sunday will aim to be delivered on Tuesday/Wednesday of the following week.
17. Promotions and Affiliates
17.1 Any promotions run by Actavo Direct are subject to the terms and conditions above. Any special terms and conditions regarding individual promotions will be published here.
17.2 Affiliate marketing promotions can not be used in conjunction with any other offer. Cash back will not be paid on orders placed using any kind of promotional code or discount.
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