Please Note: Your purchase of a Coreformer is governed by the terms & conditions set out below. By purchasing the Coreformer you acknowledge that you have read and agreed to these Terms and Conditions. Please ensure that you have read this agreement carefully prior to confirming your order.
1. Interpretation
1.1 Definitions
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Terms & Conditions: these terms and conditions of sale set out in clause 1 to 18 (inclusive). Contract: the contract between the Supplier and You for the sale and purchase of the Goods. Delivery Date: the date specified for delivery of an Order.
Delivery Location: the location specified for delivery by You.
Force Majeure Event: events, circumstances or causes beyond a party’s reasonable control.
Goods: the goods to be supplied to You
Manufacturer: NOHRD or whichever company from time to time manufactured the specific Goods purchased by You
Order: the Goods being purchased by You
Price: the price for the Goods.
Supplier: Coreformer Ltd, a company with registered office at 7 Plaza Parade, Maida Vale, London, United Kingdom, NW6 5RP with company no.15852821.
You/ Your: the customer purchasing the Coreformer. By purchasing the Goods you agree to be bound by these terms and conditions upon purchase.
1.1 Interpretation:
A reference to legislation or legislative provision:
is a reference to it as amended, extended or re-enacted from time to time; and
includes all subordinate legislation made from time to time under that legislation or legislative provision.
A reference to writing or written excludes fax.
These Terms & Conditions are binding and valid immediately on You upon placing an order for the Goods.
2. The Goods
Any samples, drawings, descriptive matter, or advertising are representative only and You acknowledge that the Goods may differ from any such samples, drawings or advertising.
You are responsible for checking the specification, quantities, finish selections, power or access requirements, delivery assumptions, and site readiness details before placing an order. The Supplier shall not be under any obligation to agree to any changes after the order has been made.
3. Delivery
The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note that shows the order number, the type and quantity of Goods (including the code number of the Goods, where applicable)
The Supplier shall endeavour to deliver the Goods to the Delivery Location on the relevant Delivery Date.
The depositing of the Goods at the Delivery Location shall be deemed good delivery, including whereby such Goods are deposited at the exterior of any property at the Delivery Location. Where any contractor agrees with You to bring the Goods into any property, You agree to ensure that the building is accessible and suitable for safe unloading and You agree to indemnify the Supplier against any claims which may arise against the Supplier where any delivery is made at an unsafe or unsuitable Delivery Location.
Unless included in the Order, the Supplier’s obligations are limited to delivery and do not include installation, assembly, floor protection, removal of packaging from site, or training of end users.
You shall ensure that the site has adequate floor strength, ventilation, clearances, access routes, staffing, and any necessary landlord or building approvals. The Supplier shall not be responsible for structural assessments, building permissions, or local compliance of the premises.
Delivery Dates are approximate only. The Supplier shall not be liable for any delay in delivery of any Goods that is caused by:
a Force Majeure Event; or
the Supplier not being provided with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
The liability of the Supplier shall be strictly limited to the total value of the Goods.
Quality and fitness for purpose
The Manufacturer warrants that the Goods are supplied free from defect and fit for purpose and the Manufacturer further provides a 12-month Manufacturer warranty, subject to the relevant
Manufacturer warranty terms. The warranty shall be void should You make any unauthorised modification and/ or misuse, neglect, accident, or subject the Goods to abnormal operating conditions.
You are required to thoroughly read and at all times comply with the instructions contained within the assembly and user manual supplied with the Goods. The Supplier shall not be liable for any damage, loss or injury arising from Your or any user’s failure to follow the instructions laid out within such assembly and user manuals or by reason of You assembling the Goods negligently or incorrectly.
You are responsible for arranging competent servicing where required. Failure to do so may void warranty coverage.
You agree to inspect the Goods promptly on delivery and in any event within five (5) days and agree to notify the Supplier in writing within that period of any shortage, transport damage or non-conformity, supported by photographs (including photograph(s) of the serial number) and delivery documentation where available.
Failure to notify within that period shall constitute deemed acceptance in relation to visible issues, without prejudice to Your rights in relation to latent defects that could not reasonably have been discovered on inspection.
You may reject Goods delivered to You that do not comply with clause 4.1 provided that:
notice of rejection is given to the Supplier:
in the case of a defect that is apparent on normal visual inspection, within five days of the date of delivery;
in the case of a latent defect, within a reasonable time of the latent defect having become apparent;
the Supplier is given a reasonable opportunity of examining the Goods; and
If You do not give notice of rejection in accordance with clause 4.6, You shall be deemed to have accepted the Goods.
The Supplier shall not be liable for the Goods’ failure to comply with the warranties set out in clause 4.1 if:
You make any further use of such Goods after giving notice of rejection in accordance with clause 4.6;
the defect arises because You did not follow the Supplier’s or Manufacturer’s oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good practice regarding the same;
You alter or repair the Goods without the written consent of the Supplier;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
Where a valid warranty claim is accepted, the Supplier or Manufacturer may, at its option, repair the affected component, supply a replacement part, replace the affected Goods, or refund the price paid for the affected Goods or component. Those remedies are Your exclusive remedies for accepted warranty claims to the maximum extent permitted by law.
The Supplier or Manufacturer may require the return of defective parts, photographs, service reports, or other reasonable evidence as a condition of processing the warranty claim.
The warranty does not cover normal wear and tear, cosmetic changes consistent with ordinary use, consumable items unless defective on delivery, damage caused by poor handling, inadequate cleaning, unsuitable environmental conditions, failure to follow operating instructions, use of non-approved parts, unauthorised repairs, or relocation damage caused after delivery.
Whereby You purchase or otherwise agree a separate and additional warranty with the Supplier, You will be bound by the terms of any such additional warranty alongside this agreement which will remain in effect.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
The Terms and Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
Title and risk
Risk in Goods shall pass to You on completion of unloading the Goods at the Delivery Location.
Title to Goods shall only pass to You once the Supplier receives payment in full (in cash in cleared funds) for them.
All intellectual property of any kind remains the sole property of the Supplier and You shall not seek to assert any right of use or ownership over any of the Supplier’s intellectual property.
Until title to the Goods has passed to You, You shall:
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 from the date of delivery; and
give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods
The Supplier may recover Goods in which title has not passed to You.
Price and payment
Where the Price excludes amounts in respect of VAT, You shall additionally be liable to pay to the Supplier the VAT, subject to the receipt of a valid VAT invoice.
The Supplier may invoice You for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after it confirms the relevant Order to You.
The Price excludes any additional costs for accessories, crates, installation support, stair carry, deposit handling, storage, floor protection, removal of packaging from site, or training of end users.
The costs/ price of any other services are further excluded from the Price unless expressly included in the Order.
The Supplier may require a monetary deposit from You.
You agree to pay invoices in full in accordance with the terms of the invoice.
If payment is late or otherwise not made in accordance with the terms of the invoice then, without limiting the Supplier’s remedies under clause 8, You shall pay interest on the overdue sum from the due date until payment of the overdue sum which will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Limitation of liability
Nothing in this Contract shall limit or exclude the Supplier’s liability for:
death or personal injury caused by the Supplier’s negligence, or the negligence of its 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;
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
the Supplier shall not be liable to You, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
the Supplier’s total liability to You for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the price of the Goods.
The Supplier shall not be liable for any injury arising from the negligent or wilful misuse of the product, any failure on the part of any person to utilise the Goods in a safe and cautious manner and in accordance with reasonable best practice. You and any user of the Goods (whether permitted by You or not) remain wholly liable for their own individual personal health and wellbeing and are advised to seek medical advice prior to using the Goods.
The Goods should be used only in accordance with the Manufacturer’s instructions and the Supplier will not be liable for any injury or fatality caused by a failure to adhere to Manufacturer/ Supplier instructions or otherwise in such a manner that wilfully or negligently increases the risk of harm to the person.
You shall indemnify and keep indemnified the Supplier and their respective Affiliates, officers, employees, and agents against all losses, liabilities, damages, costs, and expenses arising out of or in connection with Your storage, installation, use, relocation, maintenance, instruction, supervision, or resale of the Goods, except to the extent caused by a defect for which the Supplier or Manufacturer is legally responsible.
You are solely responsible for ensuring that end users are inducted appropriately, that use of the Goods is supervised where necessary, and that the Goods are not used if damaged, unstable, or in need of repair.
Nothing in this agreement shall be construed or deemed as implying a warranty upon the Supplier unless otherwise expressly stated.
Termination & Cancellation
Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to You.
Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
Because the Goods may be made to order and finished to specification, Orders are non-cancellable and non-returnable except with the Supplier’s written agreement and at their sole discretion or where mandatory law provides otherwise. If the Supplier agrees to a cancellation, You agree to pay all costs incurred up to the cancellation date, including custom materials, labour, packaging, storage, shipping commitments, and any non-refundable deposits or third-party charges.
Accepted returns, if any, must be in the same condition as that which the Goods were in at the time of Delivery.
Force majeure.
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event.
Assignment and other dealings.
You agree not to assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of Your rights or obligations under this Contract without the prior written consent of the Supplier.
The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.
Entire agreement.
This Contract constitutes the entire agreement between the parties.
Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
Variation.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
Severance.
If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
If any provision or part-provision of this Contract is deemed deleted under Clause 14.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices.
Any notice given to a party under or in connection with this Contract shall be in writing and shall be:
If given to You:
delivered by hand or by pre-paid first-class post or other next working day delivery service to the Delivery Location;
If given to the Supplier
delivered by hand or by pre-paid first-class post or other next working day delivery service to the Supplier’s registered address from time to time but which for the time being is 7 Plaza Parade, Maida Vale, London, NW6 5RP;
sent by email to the Supplier at info@coreformer.com
or to any other address as it may have notified to the other party in accordance with this Clause 15.
A notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address; or
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 15.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
Third party rights.
This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
Governing law.
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.