The following terms and conditions set out the agreement between yourself and One Holding Limited T/A Visco Therapy of 19 Clothier Road, Bristol, BS4 5PS. Use of our services and the provision of goods by Visco Therapy will be governed by the terms of this agreement.
In these terms and conditions of sale (“Conditions”):
1.1 the “Buyer” shall mean the person, firm or company who places an order (whether in writing, by e-mail, orally or in whatever form) with Visco Therapy to buy Goods and whom Visco Therapy agrees to supply;
1.2 “Contract” shall mean a contract to which these Conditions apply;
1.3 “Visco Therapy” shall mean One Holding Limited trading as Visco Therapy & Humza Amani, a company registered in the United Kingdom [under Registration Number 05761215] with its registered office at Visco Therapy, 19 Clothier Road, Bristol, BS4 5PS;
1.4 “Goods” shall mean any goods sold or to be sold by Visco Therapy which are subject of an order by the Buyer (whether or not in Visco Therapy’s standard order format) and which Visco Therapy agrees to sell to the Buyer;
1.5 “Working Day” shall mean any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the United Kingdom;
1.6 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership;
1.7 headings are for ease of reference only and shall not affect the interpretation of the Conditions;
1.8 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted and any provision which subsequently supersedes it or re-enacts it;
1.9 references to “includes” or “including” or like words or expressions shall mean without limitation; and
1.10 references to “written” or in “writing” (except in Condition 10) include in electronic form.
2.1 These Conditions apply to sale or supply of Goods by Visco Therapy where the Buyer is not a consumer within the meaning of the Unfair Contract Terms Act 1977. Other conditions apply where the Buyer is a consumer. Subject to that, any order by the Buyer for Goods from Visco Therapy is deemed to incorporate these Conditions to the exclusion of any terms and conditions submitted by or on behalf of the Buyer (whether in writing, by e-mail, orally or in whatever form).
2.2 Unless Visco Therapy indicates otherwise, a binding Contract for the supply of Goods by Visco Therapy shall be formed when Visco Therapy accepts (whether in writing, by e-mail, orally or in whatever form) an order made by the Buyer for Goods (also whether in writing, by e-mail, orally or in whatever form).
2.3 No variation or modification of or substitution for these Conditions shall be binding on Visco Therapy unless specifically accepted by an authorised representative of Visco Therapy in writing, and any other terms and conditions proposed by or on behalf of the Buyer shall be void.
3. PRICES AND PAYMENT
3.1 Unless otherwise specifically agreed by an authorised representative of Visco Therapy, prices are determined by reference to Visco Therapy’s standard price list current at the date of the order by the Buyer, subject always to extra charges where applicable for special non-standard goods or services. Visco Therapy reserves the right at any time without notice to change its prices in respect of Goods not yet ordered.
3.2 Unless Visco Therapy agrees otherwise in writing, the price is exclusive of any costs of carriage and any applicable value added tax, sales, import and export taxes and the Buyer shall be additionally liable to pay Visco Therapy any such applicable costs and taxes at the same time as payment for the Goods.
3.3 Payment shall be due in full in cleared funds by cheque, BACs or by other methods by the date stated on the invoice within the credit limits Visco Therapy has specified. Visco Therapy reserves the right to amend this period within any given time without reason by providing the buyer with written notice
3.4 The Buyer shall ensure that all details provided to Visco Therapy for the purpose of purchasing the Goods from Visco Therapy will be correct, that it is authorised to use the payment card or other payment method and that there are sufficient funds or credit facilities to cover the cost of purchase. Visco Therapy reserves the right to obtain validation of the Buyer’s payment details before acceptance of the Buyer’s order.
3.5 Time for payment of the price shall be of the essence of the Contract.
3.6 Unless Visco Therapy otherwise agrees in writing, the Buyer shall pay all sums due to Visco Therapy in full without any set-off, deduction or withholding whatsoever.
3.7 If payment of any sum due hereunder is not made on the due date then, without prejudice to any other right or remedy available to Visco Therapy (whether under the Contract or by any statute, regulation, law or bye-law), Visco Therapy shall be entitled to:
3.7.1 charge interest on the amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly;
3.7.2 sell or otherwise dispose of any Goods which are subject of any order by the Buyer (unless such Goods have already been delivered whereas the rights of those Goods still belong to us); and
3.7.3 suspend or cancel any contract for the sale of Goods to the Buyer;
3.7.4 If Goods are in the possession of Buyer, we will take necessary steps to retrieve said Goods and transfer debt to debt collectors.
4.1 Visco Therapy may change or improve the Goods before delivery. All descriptions, representations, specifications (apart from core specifications stated), samples, colours, illustrations and other particulars furnished or made orally by Visco Therapy or on its websites, catalogues, trade literature, price lists or other documents issued by Visco Therapy are given for general information purposes only and are subject to change and the Buyer should not made any order in reliance upon any of them. Nothing shall exclude or limit Visco Therapy’s or the Buyer’s liability for fraud.
4.2 Unless otherwise agreed by Visco Therapy, packaging of the Goods shall be in accordance with Visco Therapy’s customary practices. If Visco Therapy agrees to special packaging requested by the Buyer, Visco Therapy may make an extra charge, which is payable at the same time as the price.
4.3 Delivery of the Goods shall take place at the Buyer’s premises or at such other location as Visco Therapy agrees. The Buyer shall ensure that it is ready for safe receipt of the Goods without undue delay.
4.4 Visco Therapy shall endeavour to comply with the date of delivery, but any dates quoted for delivery of the Goods are approximate only and Visco Therapy shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously expressly agreed by a director of Visco Therapy in writing.
4.5 Partial delivery shall be permitted. Although Visco Therapy will endeavour to deliver the Goods under an order together, Visco Therapy may deliver the Goods by instalments and may invoice the Buyer for each delivery. Delay, default or non-delivery of any instalment shall not entitle the Buyer to cancel the remainder of the order.
4.6 If delivery is delayed through the Buyer’s default or the Buyer wrongfully declines or delays in accepting delivery, Visco Therapy may (without prejudice to any other right or remedy available to it) do all or any of the following:
4.6.1 charge a reasonable storage fee and any costs incurred by Visco Therapy;
4.6.2 cancel any Goods that remain to be delivered to the Buyer under any order and charge Buyer a return fee.
4.7 No Contract between Visco Therapy and the Buyer shall be a sale by sample.
4.8 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Visco Therapy has tendered delivery of the Goods.
4.9 Limitations and liabilities of deliveries dealt with by 3rd party couriers are as follows:
4.9.1 Cut of point for same day dispatches is 12pm unless otherwise stated
4.9.2 Delivery cannot be made to offshore locations which include but not limited to BT, GY, HS, IM, JE, KW, TR21, TR25, ZE postcodes;
4.9.3 Delivery of Goods can only be made on Business Days between the times of 8am and 8pm. Delivery times cannot be obtained;
4.9.4 The Buyer is liable for all courier charges which include the following circumstances:
188.8.131.52 Rejection of delivery and/or cancellation of delivery in mid transit is subject to a £10 charge (unless goods were damaged in transit before point of delivery to buyer).
184.108.40.206 Delivery charges of replacement orders is non-refundable (including against manufacturing defects. Delivery charge will be credited if original goods were damaged in transit and signed for as damaged for visible exterior damages or original goods were lost in transit.);
220.127.116.11 Buyer is subject to a £15 charge for re-routing a delivery to a new address;
18.104.22.168 Wrongly ordered goods where the buyer informs us to dispatch the wrong goods or has allowed us to process the wrong goods where the goods have not been listed correctly using our descriptions and/or product codes.
4.9.5 Delivery of Goods which appear to be missing from courier’s service are required to have at least 3 business days to turn up. If Visco Therapy or their contracted couriers cannot locate said Goods, a replacement or a credit will be issued.
5. 3RD PARTY COLLECTIONS VIA BUYER’S CARRIERS
5.1 Visco Therapy can cater for 3rd Party Collections whereas the buyer can arrange for collection of goods using their own couriers.
5.2 Visco Therapy may change or improve the Goods before collection. All descriptions, representations, specifications (apart from core specifications stated), samples, colours, illustrations and other particulars furnished or made orally by Visco Therapy or on its websites, catalogues, trade literature, price lists or other documents issued by Visco Therapy are given for general information purposes only and are subject to change and the Buyer should not make any order in reliance upon any of them. Nothing shall exclude or limit Visco Therapy’s or the Buyer’s liability for fraud.
5.3 Unless otherwise agreed by Visco Therapy, packaging of the Goods shall be in accordance with Visco Therapy’s customary practices. If Visco Therapy agrees to special packaging requested by the Buyer, Visco Therapy may make an extra charge, which is payable at the same time as the price.
5.4 Visco Therapy shall endeavour to comply with the date of collection, but any dates quoted for collection of the Goods are approximate only and Visco Therapy shall not be liable for any delay in delivery of the Goods howsoever caused. Time for collection shall not be of the essence unless previously expressly agreed by a director of Visco Therapy in writing.
5.5 Proof of collection is done by means of couriers signed manifest supplied by the Buyer. Failure to supply a manifest will result in a delay of collection however Visco Therapy may create their own manifest when applicable to be signed by couriers.
5.6 If collection is delayed through the Buyer’s default or the Buyer’s couriers wrongfully declines or delays in accepting collection, Visco Therapy may (without prejudice to any other right or remedy available to it) do all or any of the following:
5.6.1 charge a reasonable storage fee and any costs incurred by Visco Therapy;
5.6.2 cancel any Goods that remain to be collected to the Buyer under any order.
5.7 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of collection or, if the Buyer wrongfully fails to take collection of the Goods, the time when Visco Therapy has tendered collection of the Goods.
5.8 The Buyer is responsible for all courier charges and Visco Therapy is unable to provide credit for any loss caused. This also includes the courier charges involved for collecting and delivering the original order and any replacement and collection based orders.
5.9 Limitations and liabilities of deliveries dealt with by 3rd party couriers are as follows:
5.9.1 Cut off point for same day dispatches is 12pm unless otherwise stated
5.9.2 The Buyer must provide Visco Therapy their orders in a reasonable time frame for processing in a reasonable format.
5.9.3 The Buyer must provide Visco Therapy with all courier information including dispatch labels directly via email.
5.9.4 The Buyer is responsible for arranging all collections with their chosen couriers on day of collection.
5.9.5 The Buyer is responsible for wrongly ordered goods where the Buyer informs us to dispatch the wrong goods or has allowed us to process the wrong goods where the goods have not been listed correctly using our descriptions and/or product codes.
5.9.6 Collection of Goods can only be made by pre approved couriers.
5.9.7 Collection of Goods can only be made on Business Days at pre approved time frames usually between 3pm & 4:30pm.
6.1 Notwithstanding delivery, title to and ownership of the Goods shall not pass to the Buyer until Payment. “Payment” is when Visco Therapy has received in full (in cleared funds):
6.1.1 all sums due to it in respect of the Goods; and
6.1.2 all other sums which are or which become due to Visco Therapy from the Buyer on any account.
6.2 Until Payment, the Buyer shall:
6.2.1 hold the Goods on a fiduciary basis as Visco Therapy’s Bailee;
6.2.2 hold the Goods in good, saleable condition;
6.2.3 keep an up-to-date list of the location of Visco Therapy’s property and present this to Visco Therapy upon request; and
6.2.4 store the Goods separately from other goods or in any way so that they remain readily identifiable as Visco Therapy’s property.
6.3 The Buyer may resell the Goods before Payment solely on the following conditions:
6.3.1 any sale shall be effected in the ordinary course of the Buyer’s business at full market value;
6.3.2 any sale shall be a sale of Visco Therapy’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making the sale; and
6.3.3 the Buyer shall still be responsible for paying to the full value of the Payment as quoted on given Invoice.
6.4 If the Buyer attaches the Goods to other items or products, the property in the new item or product shall vest until Payment in Visco Therapy in the proportion of the value of the Goods to the other constituent elements.
6.5 Visco Therapy may at any time until title passes without notice recover possession of the Goods which are Visco Therapy’s property. Visco Therapy may also require the Buyer at the Buyer’s cost, within three days of Visco Therapy’s request, to deliver up to Visco Therapy or make available to Visco Therapy for collection from a single accessible collection point as Visco Therapy requires all Goods which are the property of Visco Therapy. The Buyer hereby grants to Visco Therapy for Visco Therapy and its agents, staff, officers, employees and contractors an irrevocable license to enter for the purpose of recovering possession of the Goods any premises then occupied by or in the ownership or possession of the Buyer or the Buyer’s customer. The Buyer shall indemnify Visco Therapy against all claims, losses, damages, liabilities, costs and expenses so arising in exercising its rights under this Condition.
6.6 Visco Therapy may recover payment for the Goods notwithstanding that ownership of any Goods has not passed from Visco Therapy.
7. CLAIMS AND RETURNS
7.1 Visco Therapy warrants that the Goods will be delivered to the Buyer in the quantities ordered and that the Goods will for twelve months from delivery correspond materially with Visco Therapy’s standard specification and be free from material defects or damage caused solely by faulty materials or poor workmanship. This warranty to the Buyer is additional to any warranty or guarantee that Visco Therapy makes to an end-user or initial retail purchaser.
7.2 Visco Therapy shall at its option repair, replace or provide a credit for Goods that are lost or damaged in transit. The Buyer shall upon delivery examine the Goods. The Buyer shall promptly (but in any event within 7 Working Days of delivery or expected delivery) notify Visco Therapy in writing of any apparent damage, defect, shortage or non-arrival and give Visco Therapy full and clear information identifying the problem. In default of such written notification Visco Therapy shall be deemed conclusively to have delivered the Goods undamaged in the correct quantities. The above notification may be required by Visco Therapy to inform carriers and/or insurers of damage, non-delivery or discrepancy and if the Buyer fails to give Visco Therapy full notification by the required time, the Buyer shall be obliged to pay for Visco Therapy’s invoice in full and Visco Therapy shall have no liability whatsoever to the Buyer for any apparent damage, defect, shortage or non-arrival of a delivery.
7.3 In respect of any Goods which are damaged or defective, Visco Therapy shall at its option repair, replace (at a cost to the buyer until the original is returned which is then credited minus delivery charges), supply parts (at no cost to the Buyer) for, pay for the Buyer to repair, or credit to the Buyer an appropriate portion of the purchase price of, the Goods in accordance with Visco Therapy’s official after-sales policy. Where Visco Therapy is liable under its warranty or guarantee to an end-user or initial retail purchaser, the Purchaser shall fully and promptly assist Visco Therapy, including repairing, providing an after-sales service, or returning, the Goods in accordance with Visco Therapy’s official after-sales policy or with Visco Therapy’s other arrangements specifically agreed with the Buyer. Visco Therapy can provide details of the warranty or guarantee and its after-sales policy to the Buyer on request. The Buyer must provide Visco Therapy with the following information:
7.3.1 Buyer’s order number or Visco Therapy’s order number;
7.3.2 Detailed description of the issue;
7.3.3 Photographic evidence of the issue;
7.4 Visco Therapy’s obligations and liability for defective or damaged Goods under Condition 6 are subject to:
7.4.1 prompt (and in any event within 7 Working Days of the Buyer’s discovery) written notification by the Buyer to Visco Therapy of the defect or damage;
7.4.2 the Buyer showing to Visco Therapy’s reasonable satisfaction that the defect or damage is solely attributable to defective materials or workmanship in the Goods and not wear and tear from normal use or the combination or incompatibility of the Goods with any other materials or products or post-delivery moving of the Goods;
7.4.3 following delivery, the Goods not having been misused or subjected to neglect, improper or inadequate care, carelessness, abnormal usage conditions, or involved in any accident, repair, replacement, servicing or modification contrary to any instructions of Visco Therapy;
7.4.4 the Buyer allowing Visco Therapy the opportunity to inspect the Goods if required;
7.4.5 the Goods to be returned for replacement or credit must be returned adequately packaged and no damage (further damage) has occurred;
7.4.6 payment for the Goods not being overdue; and
7.4.7 the Buyer having complied with all reasonable instructions of Visco Therapy.
7.5 The Buyer shall only return Goods to Visco Therapy if an authorised representative of Visco Therapy expressly agrees in writing. Return to Visco Therapy’s premises or any other place stipulated by Visco Therapy shall be carriage and insurance paid at the Buyer’s risk and carefully packed to avoid damage in transit (and section 36 of the Sale of Goods Act 1979 shall not apply).
7.6 The Buyer and their end-user have the option to request a return on ‘unwanted goods under the following circumstances:
7.6.1 The Buyer must arrange a return under their own carrier to Visco Therapy or pay Visco Therapy a collection fee to return said Goods. Price is dependent on goods (£15-30);
7.6.2 Goods must be in good condition which shows zero signs of use and/or assembly signs (further charges will be applied or rejection of return request if this is not the case upon inspection);
7.6.3 Goods must be in their original packaging;
7.7 Limitations of Visco Therapy arranging collections which the Buyer must follow is as follows:
7.7.1 Goods must be dismantled (if Goods are faulty) and re-packaged prior to collection;
7.7.2 Goods must be secured with no moving parts in said packaging;
7.7.3 Collections can only be arranged on Business Days;
7.7.4 Buyer must provide Visco Therapy with a date of collection;
7.7.5 Buyer must give Visco Therapy at least 2 working days notice to arrange a collection;
7.8 Unless agreed by an authorised representative of Visco Therapy in writing, no unauthorised returns can be accepted. For the avoidance of doubt, the Goods are not supplied on a sale or return basis. If the Buyer makes an invalid claim or if the Buyer treats the Goods other than in accordance with this Condition 6, Visco Therapy may charge the Buyer for its charges and costs (including labour and parts) in examining the Goods and dealing with the claim plus its costs of storage.
8.1 This Condition 7 prevails over all other Conditions and sets forth the entire Liability of Visco Therapy, and the sole and exclusive remedies of the Buyer, in respect of:
8.1.1 performance, non-performance, purported performance, delay in performance or mis-performance of the Contract or of any goods or services in connection with the Contract; or
8.1.2 otherwise in relation to the Contract or entering into the Contract.
8.2 Visco Therapy does not exclude or limit its Liability for:
8.2.1 its fraud; or
8.2.2 death or personal injury caused by its negligence (which has the meaning given to it under English law including as defined by Section 1 of the Unfair Contract Terms Act 1977); or
8.2.3 any breach of the obligations implied by Section 12 Sale of Goods Act 1979; or
8.2.4 supply of defective Goods, to the extent that it is not possible to exclude or limit its Liability under Part I of the Consumer Protection Act 1987; or
8.2.5 any other Liability which cannot be excluded or limited by applicable law.
8.3 Subject to the Condition 7.2, Visco Therapy shall not have any Liability in respect of any: (a) indirect or consequential losses, damages, costs or expenses; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of use of money; (e) loss of anticipated savings; (f) loss of revenue; (g) loss of goodwill; (h) loss of reputation; (i) loss of business; (j) loss of operation time; (k) loss of opportunity; or (l) loss of, damage to or corruption of, data; whether or not such losses were reasonably foreseeable or Visco Therapy or its representatives had been advised of the possibility of the losses being incurred. For the avoidance of doubt, (b) to (l) apply whether the losses are direct, indirect, consequential or otherwise.
8.4 Subject to the Conditions 7.2 and 7.5, the total Liability of Visco Therapy arising out of or in connection with all claims (in aggregate) shall be limited to 110% of the aggregate of:
8.4.1 the total sums paid; and
8.4.2 the total other sums payable; and
8.4.3 the total other sums that would be payable, or would have been payable, under the Contract should Visco Therapy perform or have performed its obligations under the Contract; in each case by the Buyer to Visco Therapy under the Contract in respect of the particular Goods for which there are such claims.
8.5 Subject to the Condition 7.2, where Visco Therapy has Liability for a defect in Goods or parts of Goods purchased by Visco Therapy from a third party other than a parent or associated company, Visco Therapy’s maximum Liability shall be the amount received by Visco Therapy in settlement of the liability of Visco Therapy’s supplier.
8.6 Subject to the Condition 7.2, unless otherwise agreed in writing, Visco Therapy’s only Liability for repairs and after-sales service performed by or on behalf of the Buyer or Visco Therapy in accordance with Visco Therapy’s warranty or guarantee or these Conditions shall be to pay the Buyer such sum and to supply such parts (if any) at Visco Therapy’s cost as may have been agreed with the Buyer.
8.7 “Liability” means liability in or for breach of contract, breach of duty, negligence, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Contract, including liability expressly provided for under the Contract or arising by reason of the invalidity or unenforceability of any term of the Contract (and for the purposes of this definition, all references to the “Contract” shall be deemed to include any collateral contract).
8.8 To the fullest extent permitted by law, these Conditions set out the entire Liability of Visco Therapy to the Buyer in respect of lost, damaged, defective or late Goods and shall apply in lieu of all conditions, warranties or obligations which would otherwise be implied by statute, common law or otherwise.
9. FORCE MAJEURE
9.1 Visco Therapy shall not have any Liability for any breach, hindrance or delay in performing the Contract attributable to any cause beyond its reasonable control including any act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation (“Event of Force Majeure”), regardless of whether the circumstances in question could have been foreseen.
9.2 Visco Therapy’s obligations shall be suspended during the period that the circumstances persist and it shall be granted an extension of time for performance equal to the period of the delay.
9.3 If Visco Therapy’s performance is delayed, the Buyer shall nevertheless accept performance as and when Visco Therapy shall be able to perform.
9.4 If Visco Therapy has contracted to provide identical or similar Goods to more than one buyer and is affected by an Event of Force Majeure, Visco Therapy may decide which contracts it will give priority and to what extent.
10. BREACH OR INSOLVENCY EVENTS
10.1.1 the Buyer is in breach of any term of a Contract; or
10.1.2 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.3 an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or
10.1.4 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.5 the Buyer is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986; or
10.1.6 an equivalent event occurs in another jurisdiction; or
10.1.7 Visco Therapy reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; then without prejudice to any other right or remedy available to it, the Buyer’s authority to resell the Goods under Condition 5.3 shall be automatically revoked and Visco Therapy shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer immediately upon notice to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Any notice required or authorised to be given under the Contract shall be in writing and may be served by personal delivery or by recorded delivery letter (if to an address in the same country) or by overnight courier or by facsimile addressed to the relevant party at its address stated in the Contract or at such other address or facsimile number as is notified by the relevant party to the other for this purpose from time to time or at the address or facsimile number of the relevant party last known to the other.
12.1 Unless a party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either party in exercising any power, right or remedy under the Contract or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that party’s other powers, rights or remedies under the Contract or at law.
12.2 If any Condition or provision or part of any provision shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Condition or provision or part of any provision, which shall remain in full force and effect.
12.3 The Contract (and any non-contractual right or obligation arising out of or in relation to it) shall be governed by and construed in accordance with English law and the Buyer hereby submits to the exclusive jurisdiction of the English courts.
12.4 Nothing in these Conditions is intended to give any third parties any rights to enforce any term.
13. GENERAL DATA PROTECTION REGULATION
The rules on processing of personal data are set out in the General Data Protection Regulation (the “GDPR”).
Data controller – A controller determines the purposes and means of processing personal data.
Data processor – A processor is responsible for processing personal data on behalf of a controller.
Data subject – Natural person. This can include the end customer (the data we are provided by our trade partners or clients) or the client or trade partner directly.
Categories of data: Personal data and special categories of personal data
Personal data – The GDPR applies to ‘personal data’ meaning any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier (as explained in Article 6 of GDPR). For example name, passport number, home address or private email address. Online identifiers include IP addresses and cookies.
Special categories personal data – The GDPR refers to sensitive personal data as ‘special categories of personal data’ (as explained in Article 9 of GDPR). The special categories specifically include genetic data, and biometric data where processed to uniquely identify an individual. Other examples include racial and ethnic origin, sexual orientation, health data, trade union membership, political opinions, religious or philosophical beliefs.
Processing – means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Third party – means a natural or legal person, public authority, agency or body other than the data subject, controller, processor and persons who, under the direct authority of the controller or processor, are authorised to process personal data.
13.2 Who are we?
One Holding Limited is the data controller. This means we decide how your personal data is processed and for what purposes. Our contact details are: 19 Clothier Road, Bristol, BS4 5PS 0117 427 0102 firstname.lastname@example.org
13.3 The purpose(s) of processing your personal data
We use your personal data for the following purposes:
Obtain details from our clients & trade partners which include but not limited to business name, address, email, phone number, financial information. This data will be used to provide services outlined in our terms and conditions and provide service updates and promotional information.
Obtain details from end customers which includes but not limited to name, address, email, phone to process orders and where applicable deliver orders.
13.4 The categories of personal data concerned
With reference to the categories of personal data described in the definitions section, we process the following categories of your data:
• Personal data (name, address, phone, email)
[We have obtained your personal data from email, ecommerce stores, credit reference agencies
13.5. What is our legal basis for processing your personal data?
a) Personal data (article 6 of GDPR)
Our lawful basis for processing your general personal data:
• Consent of the data subject; GDPR consent form on request.
• Processing necessary for the performance of a contract with the data subject or to take steps to enter into a contract. The contract must be provided to the data subject by the trade partner or client.
• Upon trade partners filling in our application form we use such information to complete credit agency checks.
13.6 Sharing your personal data
Your personal data will be treated as strictly confidential, and will be shared only with data processors which may include but not limited to couriers, credit reference agencies, payment terminals
13.7 How long do we keep your personal data?
We keep your personal data for no longer than reasonably necessary for a period of 10 years in order to provide warranties, recall information on products and legal claims/complaints
13.8 Providing us with your personal data
We require your personal data and your end customers personal data as it is a contractual requirement for us to process and deliver goods as well as maintain trade partner account
13.9 Your rights and your personal data
Unless subject to an exemption under the GDPR, you have the following rights with respect to your personal data:
• The right to request a copy of the personal data which we hold about you;
• The right to request that we correct any personal data if it is found to be inaccurate or out of date;
• The right to request your personal data is erased where it is no longer necessary to retain such data;
• The right to request that we provide you with your personal data and where possible, to transmit that data directly to another data controller, (known as the right to data portability), (where applicable i.e. where the processing is based on consent or is necessary for the performance of a contract with the data subject and where the data controller processes the data by automated means);
• The right, where there is a dispute in relation to the accuracy or processing of your personal data, to request a restriction is placed on further processing;
• The right to object to the processing of personal data, (where applicable i.e. where processing is based on legitimate interests (or the performance of a task in the public interest/exercise of official authority); direct marketing and processing for the purposes of scientific/historical research and statistics).
13.10 Transfer of Data Abroad
We do not transfer personal data outside of the EEA
13.11 Automated Decision Making
We provide information to credit reference agencies to allow us to make decisions on whether to allow a trade partner or client to have an account with us.
13.12 Further processing
If we wish to use your personal data for a new purpose, not covered by this Data Privacy Notice, then we will provide you with a new notice explaining this new use prior to commencing the processing and setting out the relevant purposes and processing conditions.
13.14 How to make a complaint
To exercise all relevant rights, queries or complaints please in the first instance contact email email@example.com.
If this does not resolve your complaint to your satisfaction, you have the right to lodge a complaint with the Information Commissioners Office on 03031231113 or via email https://ico.org.uk/global/contact-us/email/ or at the Information Commissioner’s Office, Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, England.