Springfield T&C's

Website usage terms and conditions

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Springfield Business Papers relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term Springfield or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Spectrum House, St Ivel Way, Warmley, Bristol, BS30 8TY. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

  • The content of the pages of this website is for your general information and use only. It is subject to change without notice.
  • Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
  • Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
  • This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
  • All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
  • Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
  • From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
  • ·Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

    1

    Springfield Business Papers Ltd – Terms and Conditions of Sale

    The Customer's attention is particularly drawn to the provisions of

    clause 13 (Limitation of liability).

    1 Interpretation

    1.1 The following definitions and rules of interpretation apply in this

    agreement:

    Business Day

     

    means a day other than a Saturday, Sunday or public

    holiday in England, when banks in London are open for business.

     

    Commencement Date

     

    has the meaning given in clause 2.2.

    Conditions

     

    means these terms and conditions, including for the avoidance

    of doubt, the General Conditions and any Special Conditions as amended

     

    from time to time in accordance with clause 17.8.

     

    Contract

     

    means the contract between the Supplier and the Customer for

    the supply of Goods and/or Services in accordance with these Conditions.

     

    Controller, processor, data subject, personal data, personal data

    breach, processing and appropriate technical measures

     

    are each as

    defined in the Data Protection Legislation.

     

    Customer

     

    means the person or firm who purchases the Goods and/or

    Services from the Supplier.

     

    Data Protection Legislation

     

    means the UK Data Protection Legislation

    and any other European Union legislation relating to personal data and all

     

    other legislation and regulatory requirements in force from time to time

     

    which apply to a party relating to the use of personal data (including,

     

    without limitation, the privacy of electronic communications).

     

    Deliverables

     

    mean the deliverables set out in the Order produced by the

    Supplier for the Customer.

     

    Force Majeure Event

     

    has the meaning given to it in clause 16.

    General Conditions

     

    means these terms and conditions, as amended from

    time to time in accordance with clause 17.8.

     

    Goods

     

    means the goods (or any part of them) set out in the Order.

    Goods Specification

     

    means any specification for the Goods, that is agreed

    in writing by the Customer and the Supplier.

     

    Intellectual Property Rights

     

    means patents, utility models, rights to

    inventions, copyright and neighbouring and related rights, moral rights,

     

    trade marks and service marks, business names and domain names, rights

     

    in get-up and trade dress, goodwill and the right to sue for passing off or

     

    unfair competition, rights in designs, rights in computer software, database

     

    rights, rights to use, and protect the confidentiality of, confidential

     

    information (including know-how and trade secrets), and all other

     

    intellectual property rights, in each case whether registered or unregistered

     

    and including all applications and rights to apply for and be granted,

     

    renewals or extensions of, and rights to claim priority from, such rights and

     

    all similar or equivalent rights or forms of protection which subsist or will

     

    subsist now or in the future in any part of the world.

     

    Order

     

    means the Customer's order for the supply of Goods and/or Services,

    as set out in the Customer's purchase order form, or the Customer's written

     

    acceptance of the Supplier's quotation, or overleaf, as the case may be.

     

    Services

     

    means the services, including the Deliverables, supplied by the

    Supplier to the Customer as set out in the Service Specification.

     

    Service Specification

     

    means the description or specification for the

    Services provided in writing by the Supplier to the Customer.

     

    Special Conditions

     

    means the additional terms and conditions set out in

    the appendices to these General Conditions as amended from time to time

     

    in accordance with clause 17.8 or as agreed between the parties, that apply

     

    in relation to the supply of certain Goods or Services.

     

    Supplier

     

    means Springfield Business Papers Limited registered in England

    and Wales with company number 09151244.

     

    Supplier Materials

     

    has the meaning given in clause 8.1.7.

    UK Data Protection Legislation

     

    means all applicable data protection and

    privacy legislation in force from time to time in the UK including the General

     

    Data Protection Regulation (

     

    (EU) 2016/679

    ); the Data Protection Act 2018;

    the Privacy and Electronic Communications Directive 2002/58/EC (as

     

    updated by Directive 2009/136/EC) and the Privacy and Electronic

     

    Communications Regulations 2003 (

     

     

    SI 2003/2426

    ) as amended.

    1.2 A

     

     

    person

    includes a natural person, corporate or unincorporated

    body (whether or not having separate legal personality).

     

    1.3 A reference to a party includes its successors and permitted assigns.

     

    1.4 A reference to a statute or statutory provision is a reference to it as

     

    amended or re-enacted. A reference to a statute or statutory

     

    provision includes all subordinate legislation made under that statute

     

    or statutory provision.

     

    1.5 Any words following the terms

     

     

    including, include, in particular

    ,

     

    for example

     

    or any similar expression shall be construed as

    illustrative and shall not limit the sense of the words, description,

     

    definition, phrase or term preceding those terms.

     

    1.6 A reference to

     

    writing or written

    includes fax and email.

     

    2 Basis of contract

    2.1 The Order constitutes an offer by the Customer to purchase Goods

    and/or Services in accordance with these Conditions.

    2.2 The Order shall only be deemed to be accepted when the Supplier

    issues written acceptance of the Order at which point and on which

    date the Contract shall come into existence (“

     

    Commencement

    Date

     

     

     

    ”).

    2.3 Any samples, drawings, descriptive matter or advertising issued by

     

    the Supplier and any descriptions of the Goods or illustrations or

     

    descriptions of the Services contained in the Supplier's catalogues or

     

    brochures are issued or published for the sole purpose of giving an

     

    approximate idea of the Services and/or Goods described in them.

     

    They shall not form part of the Contract or have any contractual force.

     

    2.4 These Conditions apply to the Contract to the exclusion of any other

     

    terms that the Customer seeks to impose or incorporate, or which

     

    are implied by trade, custom, practice or course of dealing.

     

    2.5 Any quotation given by the Supplier shall not constitute an offer, and

     

    is only valid for a period of 20 Business Days from its date of issue.

     

    2.6 All of these Conditions shall apply to the supply of both Goods and

     

    Services except where application to one or the other is specified.

     

     

    3 Goods

    3.1 The Goods are described in the Supplier's catalogue as modified by

    any applicable Goods Specification.

    3.2 The Supplier reserves the right to amend the Goods Specification if

    required by any applicable statutory or regulatory requirement, and

    the Supplier shall notify the Customer in any such event.

    4 Delivery of Goods

    4.1 The Supplier shall ensure that:

    4.1.1 each delivery of the Goods is accompanied by a delivery note which

    shows the date of the Order, the type and quantity of the Goods

    (including the code number of the Goods, where applicable), special

    storage instructions (if any) and, if the Order is being delivered by

    instalments, the outstanding balance of Goods remaining to be

    delivered; and

    4.1.2 it states clearly on the delivery note any requirement for the

    Customer to return any packaging material to the Supplier. The

    Customer shall make any such packaging materials available for

    collection at such times as the Supplier shall reasonably request.

    4.2 Delivery of the Goods shall be made by the Supplier (or any third

    party appointed by the Supplier for such purpose) delivering the

    Goods to the Customer's premises or where agreed between the

    parties, by the Customer collecting the Goods from the Supplier's

    premises at any time after the Supplier has notified the Customer

    that the Goods are ready for collection.

    4.3 Delivery of the Goods shall be completed on the completion of

    unloading or loading (as the case may be) of the Goods at the

    relevant delivery location.

    4.4 Any dates quoted for delivery of the Goods are approximate only, and

    the time of delivery is not of the essence. The Supplier shall not be

    liable for any delay in delivery of the Goods that is caused by a Force

    Majeure Event or the Customer’s failure to provide the Supplier with

    adequate delivery instructions or any other instructions that are

    relevant to the supply of the Goods.

    4.5 If the Supplier fails to deliver the Goods, its liability shall be limited

    to the costs and expenses incurred by the Customer in obtaining

    replacement goods of similar description and quality in the cheapest

    market available, less the price of the Goods. The Supplier shall have

    no liability for any failure to deliver the Goods to the extent that such

    failure is caused by a Force Majeure Event or the Customer’s failure

    to provide the Supplier with adequate delivery instructions for the

    Goods or any relevant instruction related to the supply of the Goods.

    4.6 If the Customer fails to take or accept delivery of the Goods within

    three Business Days of the Supplier notifying the Customer that the

    Goods are ready, then except where such failure or delay is caused

    by a Force Majeure Event or by the Supplier’s failure to comply with

    its obligations under the Contract in respect of the Goods:

    4.6.1 delivery of the Goods shall be deemed to have been completed at

    9.00 am on the third Business Day following the day on which the

    Supplier notified the Customer that the Goods were ready; or

    4.6.2 the Supplier shall store the Goods until delivery takes place, and

    charge the Customer for all related costs and expenses (including

    insurance).

    4.7 If ten Business Days after the Supplier notified the Customer that the

    Goods were ready for delivery the Customer has not taken or

    accepted delivery of them, the Supplier may resell or otherwise

    dispose of part or all of the Goods and, after deducting reasonable

    storage and selling costs, account to the Customer for any excess

    over the price of the Goods or charge the Customer for any shortfall

    below the price of the Goods.

    4.8 The Supplier may deliver the Goods by instalments, which shall be

    invoiced and paid for separately. Each instalment shall constitute a

    separate contract. Any delay in delivery or defect in an instalment

    shall not entitle the Customer to cancel any other instalment.

    5 Quality of Goods

    5.1 The Supplier warrants that on delivery the Goods shall:

    5.1.1 conform in all material respects with their description and any

    applicable Goods Specification; and

    5.1.2 be free from material defects in design, material and workmanship.

    5.2 Subject to clause 5.3, the Supplier shall, at its option, repair or

    replace the defective Goods, or refund the price of the defective

    Goods in full if:

    5.2.1 the Customer gives notice in writing within a reasonable time of

    discovery that some or all of the Goods do not comply with the

    warranty set out in clause 5.1;

    5.2.2 the Supplier is given a reasonable opportunity of examining such

    Goods; and

    5.2.3 the Customer (if asked to do so by the Supplier) returns such Goods

    to the Supplier's place of business at the Customer's cost.

    5.3 The Supplier shall not be liable for the Goods' failure to comply with

    the warranty in clause 5.1 if:

    5.3.1 the Customer makes any further use of such Goods after giving a

    notice in accordance with clause 5.2;

    2

    5.3.2 the defect arises because the Customer failed to follow the Supplier's

    oral or written instructions as to the storage, installation,

    commissioning, use or maintenance of the Goods or (if there are

    none) good trade practice;

    5.3.3 the defect arises as a result of the Supplier following any drawing,

    design or Goods Specification supplied by the Customer;

    5.3.4 the Customer alters or repairs such Goods without the written

    consent of the Supplier;

    5.3.5 the defect arises as a result of fair wear and tear, wilful damage,

    negligence, or abnormal working conditions; or

    5.3.6 the Goods differ from their description or the Goods Specification as

    a result of changes made to ensure they comply with applicable

    statutory or regulatory standards.

    5.4 Except as provided in this clause 5, the Supplier shall have no liability

    to the Customer in respect of the Goods' failure to comply with the

    warranty set out in clause 5.1.

    5.5 The terms of these Conditions shall apply to any repaired or

    replacement Goods supplied by the Supplier.

    6 Title and risk

    6.1 The risk in the Goods shall pass to the Customer on completion of

    delivery.

    6.2 Subject to the Special Conditions set out in Appendix 1 in relation to

    Fixed Price Purchasing, title to the Goods shall not pass to the

    Customer until the earlier of:

    6.2.1 the Supplier receives payment in full (in cash or cleared funds) for

    the Goods and any other goods that the Supplier has supplied to the

    Customer in respect of which payment has become due, in which case

    title to the Goods shall pass at the time of payment of all such sums;

    and

    6.2.2 the Customer resells the Goods, in which case title to the Goods shall

    pass to the Customer at the time specified in Clause 6.4.

    6.3 Until title to the Goods has passed to the Customer, the Customer

    shall:

    6.3.1 store the Goods separately from all other goods held by the Customer

    so that they remain readily identifiable as the Supplier’s property;

    6.3.2 not remove, deface or obscure any identifying mark or packaging on

    or relating to the Goods;

    6.3.3 maintain the Goods in satisfactory condition and keep them insured

    against all risks for their full price on the Supplier’s behalf from the

    date of delivery;

    6.3.4 notify the Supplier immediately if it becomes subject to any of the

    events listed in Clause 14.2.2 to Clause 14.2.4; and

    6.3.5 give the Supplier such information relating to the Goods as the

    Supplier may require from time to time.

    6.4 Subject to Clause 6.5, the Customer may resell or use the Goods in

    the ordinary course of its business (but not otherwise) before the

    Supplier receives payment for the Goods. However, if the Customer

    resells the Goods before that time:

    6.4.1 it does so as principal and not as the Supplier’s agent; and

    6.4.2 title to the Goods shall pass from the Supplier to the Customer

    immediately before the time at which resale by the Customer occurs.

    6.5 If before title to the Goods passes to the Customer the Customer

    becomes subject to any of the events listed in Clause 14.2.2 to Clause

    14.2.4, then, without limiting any other right or remedy the Supplier

    may have:

    6.5.1 the Customer’s right to resell Goods or use them in the ordinary

    course of its business ceases immediately; and

    6.5.2 the Supplier may at any time:

    (a) require the Customer to deliver up all Goods in its possession which

    have not been resold, or irrevocably incorporated into another

    product; and

    (b) if the Customer fails to do so promptly, enter any premises of the

    Customer or of any third party where the Goods are stored in order

    to recover them.

    7 Supply of Services

    7.1 The Supplier shall supply the Services to the Customer in accordance

    with the relevant Service Specification in all material respects.

    7.2 The Supplier shall use all reasonable endeavours to meet any

    performance dates for the Services specified in the Order, but any

    such dates shall be estimates only and time shall not be of the

    essence for the performance of the Services.

    7.3 The Supplier reserves the right to amend the Service Specification if

    necessary to comply with any applicable law or regulatory

    requirement, or if the amendment will not materially affect the nature

    or quality of the Services, and the Supplier shall notify the Customer

    in any such event.

    7.4 The Supplier warrants to the Customer that the Services will be

    provided using reasonable care and skill.

    8 Customer's obligations

    8.1 The Customer shall:

    8.1.1 ensure that the terms of the Order and any information it provides

    in the Service Specification and the Goods Specification are

    complete and accurate;

    8.1.2 co-operate with the Supplier in all matters relating to the Services;

    8.1.3 provide the Supplier, its employees, agents, consultants and

    subcontractors, with access to the Customer's premises, office

    accommodation and other facilities as reasonably required by the

    Supplier to provide the Services;

    8.1.4 provide the Supplier with such information and materials as the

    Supplier may reasonably require in order to supply the Services,

    and ensure that such information is complete and accurate in all

    material respects;

    8.1.5 obtain and maintain all necessary licences, permissions and

    consents which may be required for the Services before the date

    on which the Services are to start;

    8.1.6 comply with all applicable laws, including health and safety laws;

    8.1.7 keep all materials, equipment, documents and other property of

    the Supplier (“

    Supplier Materials

    ”) at the Customer's premises in

    safe custody at its own risk, maintain the Supplier Materials in good

     

    condition until returned to the Supplier, and not dispose of or use

     

    the Supplier Materials other than in accordance with the Supplier's

     

    written instructions or authorisation; and

     

    8.1.8 comply with any additional obligations as set out in the Service

     

    Specification and the Goods Specification.

     

    8.2 If the Sup

Get started with us today

Springfield Business Papers

© 2019 Springfield Business Papers. All rights reserved.

VAT Registration Number: GB 794 0440 23

Powered by OGL