Terms & Conditions
“Business Days”means any day other than a Saturday, Sunday or public holiday in England;
“Goods” means any and all goods, materials and products of whatever description, supplied, sold or distributed by Us from time to time;
“Services” means any and all services provided by Us from time to time including those services which involve Us servicing, maintaining and repairing tools but for the avoidance of doubt excluding advice provided to You in respect of Goods purchased or to be purchased from Us;
“Special Terms” means any terms and conditions for use and maintenance of the Goods which are specific to the Goods purchased and notified by Us to You;
“Terms” means these terms and conditions and the Special Terms;
“We/Us/Our” means Entwistle & Joynt Limited, a company registered in England and Wales under company number 01001233 and with our registered office at 62 Darlington Street East, Wigan, Lancashire, WN1 3AT also trading as North West Tools; and
“Website” means www.northwesttools.co.uk or such other application or website address operated by Us through which Our Goods and/or Services can be purchased from time to time.
These Terms govern Your purchase of Our Goods and Services from Us. By accessing and opening an account and/or placing an order with Us You acknowledge these Terms and agree to be bound by them in every respect. Please don’t open an account or place an order with Us if You disagree with or do not understand them.
Your specific attention is drawn to the following sections of these Terms below: ‘Your Use of the Goods’; ‘Cancellations’; ‘Returns’; ‘Conditions of Our Liability’; and ‘Retention of Title’.
Descriptions of Goods
All prices are exclusive of any VAT, which for the avoidance of doubt shall be additionally charged at the prevailing rate from time to time. Our Goods are sold subject to their descriptions and any Special Terms applicable to that particular item of Goods.
You accept and acknowledge that all images displayed on the Website or in Our brochures and any samples supplied to You are provided for illustrative purposes only and the Goods may vary slightly from those images. These illustrations in no way import any express or implied conditions or warranties as to quality, description, colour fitness or quality of the Goods subsequently delivered and You shall be deemed to have satisfied Yourself as such. For the avoidance of doubt, no sales of the Goods to You shall be made by sample.
We take care to ensure that all details, description and prices of Goods appearing on the Website or in Our brochures are correct and although We aim to keep all information as up to date and accurate as possible, the details, description and price of the Goods at a particular time may not always reflect the accurate position when You place an order and We can’t confirm the price until We accept Your order.
We accept no liability arising from any inaccuracy or deviations in the illustrations provided to You prior to You ordering the Goods and You agree and acknowledge that You are responsible for ensuring the suitability of the Goods ordered for Your purpose.
We may upon request provide You with a quotation for any of Our Goods and/or Services. We shall only be bound by those quotations made by Us to You in writing and any such quotation shall be valid only for a period of 30 days thereafter, unless otherwise agreed in writing by Us.
For the avoidance of doubt a quotation is not an offer made by Us to You, which You may accept and a contract for the sale of Goods and/or Services between Us and You shall only come into existence in accordance with the Orders section below.
A contract for the sale of Goods and/or Services by Us to You is formed as follows:
- Notwithstanding the fact that We may have provided You with a quotation, You make an offer to Us for Us to provide You with the Goods and/or Services by making an order with Us. Orders may be made by:
- telephone by telephoning 01942 527477;
- following the procedure set out on the Website;
- email, by emailing email@example.com;
- fax, by faxing 0800 093 3308; or
- in store.
- No order is deemed to be accepted nor any contract formed between Us and You until the occurrence of the earlier of when We:
- acknowledge receipt and acceptance of Your order; or
- take receipt of Your payment through the Website;
- commence with the provision of the Services to You; or
- provide You with the Goods and issue You with an invoice for the Goods.
We reserve the right at Our absolute discretion to reject without reason any order made by You. All Goods are sold subject to availability and We will inform You as soon as possible if the Goods that You ordered are unavailable. We reserve the right (without prejudice to any other right or remedy) to cancel any order or to suspend delivery or performance if You fail to fulfil any of Your obligations to Us and in doing so You accept and acknowledge that We shall have no liability to You whatsoever for any direct or indirect losses, damages, expenses or costs flowing from such cancellation.
If We find that the price of the Goods and/or Services You ordered are wrong We will inform You and give You the option of continuing to purchase them at the correct price or cancelling Your order. If You do not inform Us of Your decision within 2 Business Days of Us contacting You then You shall be deemed to have accepted the Goods and/or Services at the correct price notified to You. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by You as a mispricing, We don’t have to provide the Goods and/or Services to You at the incorrect (lower) price and We will simply reject the order.
Delivery of the Goods
Delivery charges may be payable and the amount will depend on the location of the delivery address but We will let You know how much this is before the order is confirmed. All deliveries will be made to the entrance of the delivery address. Where the Goods to be delivered are large/bulky items, it will be Your responsibility to ensure that arrangements are made to move the Goods from the kerbside to Your property and to assess if they will fit through doors or other accessways.
We will try and deliver the Goods in accordance with any estimated delivery dates and within 28 days of them being available for delivery but for the avoidance of doubt time for delivery shall not be of the essence and We shall not be liable to You for any loss or damage suffered by You arising due to any delay in delivery or non-delivery of the Goods.
Unless otherwise notified by You, We shall make delivery to the address provided to Us in the order process or alternatively, if no address is provided to Us, to the address at which Your account with Us is registered. If address details are incorrect You must notify us within 1 Business Day of the date of Your order or We cannot guarantee that We will be able to make the delivery. Please note that We deliver Goods only to specified regions within mainland England and Wales and if the corrected address is not within these regions We may terminate the contract and shall not be liable to You for any direct or indirect losses arising out of or in connection with the termination of the contract.
If We are invited to place the Goods in position in the delivery address We will do so as a Your invitee and save where damage results from Our negligence, We will not be liable for any damage to Your property or that of others occurring in the course of delivery of the Goods to You.
We may deliver the Goods by separate instalments and will notify You on delivery of the first instalment that a further instalment is required. If You are unable, for whatever reason to take delivery of the Goods on the agreed delivery date, there might be extra costs payable in advance of any further attempted deliveries and if this is the case then We shall inform You of such costs prior to making such further attempt at delivery. We will store Your Goods free of charge for a maximum of 28 days from the Goods being available for delivery or from our first attempt at delivery (whichever is the latest), but thereafter reserve the right to charge You a daily fee for such storage until delivery is made and which shall notify You of in advance.
Provision of the Services
We warrant that Our Services will correspond with any specification given prior to commencement of the Services at the time of re-delivery of the goods to You and that the goods which have been the subject of Our Services will be free from defects in materials and workmanship for a period of 3 months from the date of re-delivery. For the avoidance of doubt this warranty is not a manufacturer’s warranty and is in addition to any such rights which You may be granted by the manufacturer of the goods.
- shall cease to have effect and We shall not be obliged to honour the warranty if:
- any defect arises in the goods as a result of any wilful damage, negligence, abnormal working conditions, or You fail to follow the manufacturers and/or Our instructions or recommendations; or
- the total price for Our Services has not been paid by the due date for payment; or
- further maintenance and/or repairs have been made to the goods other than by Us without You first obtaining Our written consent;
- shall not apply to any goods (parts, materials or equipment) which have not been the subject of Our Services; and
- does not affect any of Your statutory rights save to the extent excluded by these Terms and permitted by law.
Price and Payment
You shall be required to make payment in full to Us for the Goods and/or Services provided to You in accordance with the payment terms set out on Our invoice or as otherwise required when purchasing the Goods via the Website. In the event that no specific payment terms are specified on Our invoice then You shall be required to make payment in full to Us within 30 days of the date of the invoice.
Where sums due to Us become overdue then We reserve the right to charge interest on such overdue sums at a daily rate of 8% above the base rate of the Bank of England until the receipt of such overdue sums and any interest in full.
In the event that We owe You any money then We reserve the right to set-off any such monies against any sums owed by You to Us. You may not without Our prior written consent set-off any sums owed by You to Us against those owed by Us to You.
Termination of the Order
If we are unable to supply any Goods and/or Services for whatever reason, We shall not be liable to You but will ensure that You are refunded for any sums already paid to Us in relation to the Goods and/or Services which We are unable to supply. You shall not be subsequently charged for the particular Goods and/or Services not received unless it is Your fault that We are unable to supply those particular Goods and/or Services.
If a contract for the provision of Services shall become impossible or performance otherwise frustrated, We shall be entitled to reasonable remuneration for the Services already carried out until such time as performance becomes impossible or frustrated.
Your Use of the Goods
You shall be responsible for and agree to train and instruct users of the Goods on the sale and proper use of the Goods and You shall ensure that where the Goods are accompanied by instructions and/or recommendations that all persons using the Goods shall read and understand such instructions and recommendations.
You shall be responsible for and agree to maintain in good working order the safety features installed on the Goods. It is understood and agreed that Your failure to conform with these requirements precludes any responsibility on Us and You agree to indemnify and keep Us harmless from and against any liability damages, costs and expenses, including reasonable legal fees and expenses, which may be incurred by Us as a result of Your failure to comply with the requirements of this condition.
If the Goods should have been accompanied by an instruction leaflet and/or any recommendations and You find that no such documentation has been delivered with the Goods, You shall notify Us immediately and ensure that You obtain the relevant documentation relating to such Goods either from the manufacturer or Us prior to using or selling such Goods.
(This clause does not apply if You are a business or, if You are a consumer and You purchased the Goods and/or Services in store)
Right to Cancel
If You are a consumer, You have a legal right to cancel a contract for any reason under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“the Regulations”) within 14 days without giving any reason. These rights apply to contracts entered into which are ‘off-premises’ or ‘distance’ contracts for the purposes of the Regulations.
The cancellation period will expire after 14 days from the date:
- in relation to Goods - on which You receive the Goods or if delivered in multiple lots, the date on which You receive the last Goods. This cancellation right does not apply in the case of any made-to-measure or custom-made Goods or if You have opened or used the Goods; or
- in relation to Services – of conclusion of the contract.
To exercise the right to cancel, You must inform Us by writing to Us at Entwistle & Joynt Limited, 62 Darlington Street East, Wigan, Lancashire, WN1 3AT with Your decision to cancel a contract. You will receive a cancellations number and may wish to keep a copy for Your own records. To meet the cancellation deadline, it is sufficient for You to send Your communication concerning Your exercise of the right to cancel before the cancellation period has expired.
Effects of Cancellation
If You cancel a contract, We will reimburse to You all payments received from You, including the costs of delivery (except for supplementary costs arising if You chose a type of delivery other than the least expensive type of standard delivery offered by Us).
We may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by You.
We will make the reimbursement without undue delay, and not later than:
- 14 days after the day We receive back from You any Goods supplied, or
- (if earlier) 14 days after the day You provide evidence that You have returned the Goods, or
- if there were no Goods supplied, 14 days after the day on which We are informed about Your decision to cancel a contract.
We will make the reimbursement using the same means of payment as You used for the initial transaction, unless We have expressly agreed otherwise; in any event, You will not incur any fees as a result of the reimbursement. We may withhold reimbursement until We have received the Goods back or You have supplied evidence of having sent back the Goods whichever is the earliest.
If You do make a cancellation You must following such cancellation keep the Goods in Your possession and take good care of them and return them (quoting the cancellations number) to Entwistle & Joynt Limited 62 Darlington Street East, Wigan, Lancashire, WN1 3AT in their original condition in secure packaging without undue delay and in any event not later than 14 days from the day on which You communicate Your cancellation from a contract to Us.
You’re responsible for the costs of returning the Goods to Us unless they are defective or not what You ordered. If the Goods are defective or not what You ordered, please see the Returns section below. If You don’t return the Goods to Us within 14 days of notifying Us of Your cancellation We may arrange for them to be collected from You and We may charge You for the cost of doing so.
In the case of the Services, if You requested Us to begin the performance of the Services during the cancellation period, You shall pay Us an amount which is in proportion to what has been performed until You have communicated Us Your cancellation from this contract, in comparison with the full coverage of the contract.
Goods that are not what You Ordered
If You have received Goods that You didn’t order You must provide Us with notice either by sending an e-mail ‘For the attention of Sales Office Team’ to firstname.lastname@example.org or by writing to Us at ‘For the attention of Sales Office Team’, Entwistle & Joynt Limited, 62 Darlington Street East, Wigan, Lancashire, WN1 3AT within 14 days of receipt of the Goods. Once We have received Your communication You will receive a returns number.
You must then return the Goods (quoting the returns number) to ‘For the attention of Sales Office Team’ Entwistle & Joynt Limited, 62 Darlington Street East, Wigan, Lancashire, WN1 3AT still within 14 days of receiving the Goods unless We notify You that We shall arrange for the Goods to be collected from You. We will refund the price of the Goods in full, any applicable delivery charges and any reasonable costs that You incur in returning them to Us within 30 days of Your notification.
If the Goods (that were not what You ordered) are defective or damaged upon their return to Us and You are a:
- business, then You will be deemed to have damaged the Goods where We receive them by return and they are not in a fully working and saleable conditions; or
- consumer then this shall be dealt with under the procedure set out under the ‘Defective or Damaged Goods’ section below.
Defective or Damaged Goods
The following section shall apply only if You are a business:
If You are a business then You must inspect the Goods upon receipt and if You have received Goods that are defective or damaged You must:
- sign for them as 'damaged'; and
- provide Us with notice by sending an e-mail ‘For the attention of Sales Office Team’ to email@example.com or by writing to Us at ‘For the attention of Sales Office Team’ Entwistle & Joynt Limited, 62 Darlington Street East, Wigan, Lancashire, WN1 3AT within 14 days of receipt of the Goods. Once We have received Your communication You will receive a returns number.
We reserve the right to reject any returns where You have failed to follow this procedure. We may at Our absolute discretion pass on any available manufacturers’ warranty as detailed within the ‘Conditions of Our Liability’ section below.
This Returns Policy does not cover Goods which are faulty or damaged when the fault or damage is caused by You and You will be deemed to have damaged the Goods where We receive them by return and they are not in a fully working and saleable condition and We reasonably determine that You have not followed the instructions for use, have misused the Goods, neglected or not taken proper care of the Goods, and so on.
The following section shall apply only if You are a consumer:
If You are a consumer, then Your rights in respect of defective or damaged Goods are subject to the CRA. Under the CRA, You have a 30 day (in accordance with the provisions of the CRA) right to reject any Goods that are of unsatisfactory quality, unfit for purpose or not as described and get a full refund. You may however, elect to provide Us with the opportunity to repair or replace the Goods instead of exercising Your right to reject.
If You are outside of the 30 day right to reject, and You are:
- within 6 months (in accordance with the provisions of the CRA), then the defect or damage shall be deemed to have been present as at the date of delivery of the Goods unless We can prove otherwise;
- outside 6 months (in accordance with the provisions of the CRA), You have to prove that the damage or defect in the Goods was present as at the date of delivery,
following which You have to provide Us with the opportunity to either (at Your election) repair or replace any Goods that are of unsatisfactory quality, unfit for purpose or not as described. Notwithstanding the election which You make (i.e. to either repair or replace the Goods), We reserve the right to refuse to carry out one over the other if We can demonstrate that Your election is disproportionately expensive compared to the alternative.
If Our attempt at repairing or replacing the Goods is unsuccessful, and You are:
- within 6 months (in accordance with the provisions of the CRA), You must notify Us as such, in which case You shall have the choice to either:
- reject the Goods and claim a full refund; or
- keep the Goods and claim a price reduction, which shall be assessed based on what We consider reasonable in light of the nature and gravity of the defect; or
- request that We make further attempts to repair or replace the Goods; or
- outside 6 months (in accordance with the provisions of the CRA), You must notify Us as such, in which case You shall have the choice to either:
- reject the Goods and claim a refund, in which case You agree and acknowledge that We may apply a deduction based on the usage of the Goods which You have already enjoyed;
- keep the Goods and claim a price reduction, which shall be assessed based on what We consider reasonable in light of the nature and gravity of the defect; or
- request that We make further attempts to repair or replace the Goods.
Conditions of Our Liability
We’re not liable for any defect in the Goods because of Your drawings, designs or specification. We are also under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Our or any other instructions with the Goods, misuse or alteration or repair of the Goods without Our approval or if the Goods are not paid for in full. If We can pass a manufacturer’s warranty on to You We will; however, We accept no liability to You whatsoever where We cannot do so. You may have to take certain steps to ensure that any manufacturer’s warranty is registered in order to be valid and enforceable and We accept no liability to You whatsoever where You fail to take such appropriate steps.
All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Except in respect of death or personal injury caused by Our negligence, and subject to Your statutory rights We will not be liable for any representation (unless fraudulent), implied warranty, condition or other term, or legal duty for losses suffered by You whether indirect, special or consequential arising out of or in connection with the supply of the Goods and Our entire liability under or in connection with the contract shall not exceed the price of the Goods paid by You at the time that the liability arises, except as expressly provided in these Terms.
The risk in the Goods passes to You on delivery of the Goods to You or delivery of the Goods to any carrier. Title in the Goods shall pass to You in accordance with the Retention of Title section below.
Retention of Title
In this condition the expression 'Goods' shall mean goods and/or any materials or other things supplied by Us to You whether in the form in which collected by or delivered to You or whether or not combined with any other materials or things. If the Goods, which are Our property are combined with Your property or are incorporated therein, the product thereof shall become and/or shall be deemed to be Our exclusive property. If the Goods are combined with goods the property of any person other than You or are incorporated therein the product thereof shall become or shall be deemed to be owned in common with that other person.
The title in any Goods shall pass to You when, and shall not pass to You until, We have been paid for them in full together with the full price due to Us for any other Goods the subject of any other contract between the Us and You.
In the event of You becoming insolvent or having a receiver appointed over the whole or any part of Your property or compounding with Your creditors or going into liquidation or in the event of payment for any Goods being overdue then and in any such event it shall be lawful for Us, Our servants, officers or representatives to enter upon Your premises and recover possession of any Goods for which We have not been paid and to take away such Goods.
In the event of any Goods being sold or otherwise disposed of by You before We have been paid for them in full, then the entire proceeds of sale thereof and/or any other monies received by You, or by any other person (except a purchase of goods in good faith without notice of this condition) in connection with the sale, disposal or factoring of the Goods or of invoices dealing with the Goods (whether such monies are received by Your own customers or from factors or other third parties) shall be held in trust for Us and shall not be mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as Our monies unless and until all monies owed to Us have been fully paid. You shall give written notice of this condition to any factor or other person except a purchaser of goods in good faith.
In the event of certain Goods having been paid for by You and other Goods not having been so paid for the onus of proof shall be on You to show that any Goods remaining in its possession are Goods for which You have paid.
This condition does not entitle You to return the Goods or to refuse to delay payment on the grounds that the property has not yet passed nor shall it constitute an agency.
You appoint Us as Your attorney in fact with full authority to execute on behalf of You any financing statement or other document or instrument which may be required in order to perfect Our title and interest in the Goods.
The Website and the content published by Us on it are protected by copyright, trade marks, database right and other intellectual property rights, as are the brochures and other materials or literature that We may provide to You from time to time. You may print one copy, and may download extracts, of any page from the Website for personal reference and may draw the attention of others to it provided You keep intact all and any copyright and proprietary notices. You warrant that You will not breach the intellectual property rights of Us or any third parties.
The failure of either party to require performance of any provision hereof shall not affect its right to enforce such provision at a later time. No waiver by either party of anything contained in these Terms shall be or deemed to be a further or continuing waiver.
No person not a party to these Terms shall have any rights in relation to them under the Contracts (Rights of Third Parties) Act 1999.
These Terms set out the entire agreement between the parties in connection with its subject matter and neither party has entered into these Terms in reliance on any warranty, representation or statement made by the other which is not set out in these Terms.
All notices and communications required to be sent by You shall be made and sent by e-mail to firstname.lastname@example.org or first class post to Entwistle & Joynt Limited, 62 Darlington Street East, Wigan, Lancashire, WN1 3AT. All notices and communications required to be sent by Us shall be made and sent by e-mail to the e-mail address or post to the postal address provided to Us when You opened Your account. If served notice shall be deemed to have reached the party to whom it is addressed on the second Business Day following the date of service.
If any of these Terms are declared unenforceable the parties shall amend the relevant part to achieve the intention of the parties without illegality or at our discretion that part may be severed from these Terms in which event the remaining Terms and the remaining part of the relevant condition shall remain in full force and effect.
No modification, variation or cancellation of any condition of these Terms shall be binding unless the same shall be in writing and signed by Us. You may not without Our prior written consent transfer, subcontract or otherwise pass to a third party Your rights and obligations under these Terms.
Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Us or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery or any other cause beyond the reasonable control of the parties rendering performance of the contract for the sale of the Goods or provision of the Services impossible provided that this condition shall only have effect at Our discretion except when such event renders performance impossible for a continuous period of 2 calendar months.
These Terms and the contract shall be governed by English law in every particular and any proceedings arising out or of in connection with them may be brought in any court of competent jurisdiction in England and Wales.