Terms and Conditions at Wolseley

Terms and conditions: Trade

This page tells you the terms and conditions on which we will supply you with the products detailed on our website at www.wolseley.co.uk (the Company's Website). Please read these terms and conditions carefully prior to ordering any of our products and we advise you to print a copy of these terms and conditions for future reference. By ordering from the Company's Website you agree to be bound by these conditions including the terms of any other hyper-linked sections.

The Company's Website is owned and operated by Wolseley UK Limited a company registered in England and Wales (Company) the Company's details are:

Company Number: 00636445 Registered office: The Wolseley Center, Harrison Way, Leamington Spa, CV31 3HH VAT Registration Number: 362023393 Email: online-support@wolseley.co.uk Contact Centre number: 0344 891 0196.

The Company's Website is only intended for use by buyers registered in or resident in the United Kingdom, Channel Islands and Isle of Man, (the Territory) and the Company does not accept orders from any buyer outside of the Territory.

1 ABOUT THESE TERMS
1. 1.1 In these Terms, words and phrases that start with a capital letter have the meanings set out in the table at the end, in clause 20.
2. 1.2 A reference to a "person" includes an individual or a business (however it is formed).
3. 1.3 A reference to a piece of legislation (for example, an act of Parliament), should be interpreted as a reference to that legislation as amended or re-enacted. It also includes any subordinate legislation made under it.
4. 1.4 Words and phrases such as "including", "includes", "for example", "such as" and "in particular" should be interpreted as illustrative, and are not intended to limit the description or list of words which follows.
5. 1.5 In these Terms, "in writing" or "written" includes email but not fax.
2 FORMING A CONTRACT
1. 2.1 Once you have chosen the Goods you wish to purchase from the Company's Website you will select to have the Goods delivered or to reserve and collect the Goods from one of the our branches. You are responsible for ensuring the accuracy of any Order. Following any Oder being placed we will send an e-mail acknowledging that your Order has been received. This e-mail does not constitute an acceptance of your Order and all Orders are subject to acceptance by the Company in accordance with clauses 3.2 (in the case of Goods for delivery) and 3.1(in the case of Goods for collection) below. We reserve the right to reject an Order for any reason.
2. 2.2 The terms of the Contract set out the entire agreement between you and us and shall apply to the exclusion of any terms and conditions that you seek to impose, or which could otherwise be implied by trade, custom, practice or course of dealing.
3. 2.3 If we have given you a quotation, estimate or similar (whether in writing or orally) then this is merely an invitation to you to do business with us and not an offer which is capable of being accepted by you.
4. 2.4 Any samples, drawings, descriptive matter or advertising issued by us are intended purely as an indication of the Goods and Services that we offer, and shall not form part of the Contract.
3 COLLECTION AND DELIVERY
1. 3.1 Unless you have indicated during the ordering process that you wish the Goods to be delivered (in which case clause 3.2 applies), you agree to collect the Goods from Our Premises, within 5 days from the time that we tell you that the Goods are ready for collection. If you fail to collect the Goods within 5 days then we may (at our option):
  1. (a) store the Goods and charge you our costs of doing so; or
  2. (b) cancel your Order.
2. 3.2 Where we have agreed to deliver the Goods to you, then we shall do so at your risk and cost, using a delivery method chosen by us (at our discretion) and to such address in the United Kingdom as is indicated by you in your Order and accepted by us or, if no such address is accepted, to any address of yours to which we have previously sent correspondence and/or Goods.
3. 3.3 All deliveries must be received and signed for by a person over the age of 18.If we or our agents arrive at the delivery address as set out in clause 3.2 and are unable to deliver the Goods for any reason, then you agree to pay a reasonable additional charge for us to make an additional visit, as well as any costs we incur in storing the Goods.
4. 3.4 If we have given an indication of dates or times for collection or delivery, then you agree that these are estimates only. Time is not “of the essence” in relation to the performance of any of our obligations under the Contract. In addition, you agree that if we fail to deliver the Goods within a reasonable period then we will refund you the price that you have paid for the Goods but we will not be liable for any costs or losses that you may incur. We strongly recommend that you do not book fitters or tradesmen until the Goods have actually been delivered and checked by you.
5. 3.5 You agree that we are not liable for any delays to delivery where this is caused by events, circumstances or causes beyond our reasonable direct control or by your failure to give us adequate delivery instructions.
6. 3.6 We will always endeavour to make one single delivery wherever possible to minimise any inconvenience. This means that when an Order contains a mix of products with different delivery lead times, the longest lead time will apply to the whole Order. This is save where the you have specified that you will accept multiple consignments during the Order process on the Website. We reserve the right to deliver by way of instalments.
7. 3.7 You agree:
  1. (a) to inspect the Goods as soon as reasonably possible after we have delivered them, or you have collected them (whichever is the case); and
  2. (b) to inform us immediately if you discover that the Goods do not comply with your Order or the warranty set out in clause 8.1.
4 CANCELLATION OF YOUR ORDER
1. 4.1 Orders for Goods which are “non-stocked” items, “supplier delivered” items, items which are made to your specification or clearly personalised (Special Order Goods) may not be cancelled.
2. 4.2 You may cancel other Orders at any time before they are dispatched by either:
  1. (a) emailing online.support@wolseley.co.uk; or
  2. (b) telephoning 0344 891 0196.
3. 4.3 Before returning any Goods you must contact us either by:
  1. (a) email on online.support@wolseley.co.uk; or
  2. (b) telephoning 0344 891 0196; or
  3. (c) telephoning the branch from which the Goods were despatched or collected, details of which are found on the advice note accompanying the Goods (Advice Note) to inform us that the Goods are being returned and to confirm details of the branch / address that the Goods should be returned to.
4. 4.4 You may return Goods for any reason within 14 days from the date of delivery / collection provided that the following conditions are satisfied:
  1. (a) Goods will only be accepted if they are in brand new, unused condition fit for immediate re-sale;
  2. (b) Packaged items will only be accepted if the package remains unbroken and in reasonable condition,; and
  3. (c) You supply the Advice Note or other proof of purchase (and for the avoidance of doubt a copy of the email confirming details of the order will not be sufficient for these purposes)
5. 4.5 Where Goods are returned pursuant to Clause 4.4 (where they are not faulty):
  1. (a) in every case a restocking charge will be made; and
  2. (b) the risk and cost or returning the Goods shall be at your cost.
6. 4.6 We will examine the returned Goods and will process any refund to you within 30 days. Unless otherwise notified by us the price of the Goods will be refunded less any applicable delivery and/or collection charges.
7. 4.7 We cannot offer refunds or accept returns on the following (unless they are faulty):
  1. (a) Special Order Goods;
  2. (b) if sealed packages have been opened on sensitive electronic goods (eg boiler printed circuit boards);
  3. (c) Goods that have been fitted; and
  4. (d) Goods that have been specially manufactured for you.
5 PRICE AND PAYMENT TERMS
1. 5.1 The price for the Goods and Services shall be shall be the prices given on the Company's Website (or on your trade account if applicable) from time to time and as confirmed by us in our e-mail acknowledging that your Order has been received. Such e-mail shall include any additional costs in respect of carriage, insurance and/or storage (less any discount we allow) effected by us in connection with your Order. Additional delivery charges may be applicable for certain Goods or for deliveries to certain locations within the Territory and such charges shall be notified to you.
2. 5.2 Unless otherwise expressly stated by us in writing, all prices are exclusive of VAT chargeable from time to time.
3. 5.3 We try to ensure that all prices in our literature or on the Company Website are accurate, however errors may occur or the price may change for reasons beyond our control. If we discover an error or we need to increase the price of the Goods you have ordered, we will inform you as soon as possible and give you the option of either reconfirming the Order at the correct price or cancelling it. If we are unable to contact you, we will treat the Order as cancelled. If you decide to cancel the Order and you have already paid for the Goods, we will give you a full refund.
4. 5.4 Except where we agree you may pay using your trade account with us, payment for all Goods shall be made by credit or debit card at the time the Order is placed in the case of Orders for Goods to be delivered, or at the time of collection in the case of Orders for Goods to be collected (as the case may be). The Company Website will specify which cards we accept from time to time. If it is not possible to obtain the full payment for the Goods from the details provided then the Contract can be cancelled by us and any further deliveries may be suspended.
5. 5.5 If you purchase the Goods on your trade account, we shall raise an invoice for such Goods. You agree to pay our invoices in full (in cleared funds) within 30 days of the end of the month in which the invoice is dated.
6. 5.6 Special Order Goods will be charged immediately to your trade account on receipt of the Goods by us.
7. 5.7 If you are late in paying our invoices, you agree to pay interest on the overdue amount and compensate us for our debt recovery costs under the Late Payment of Commercial Debts (interest) Act 1988. This obligation applies whether or not we have obtained a court judgment against you, and is in addition to all other rights that we have under these Terms or generally at law.
8. 5.8 In addition, as soon as you are late in paying any of our invoices, then all our other invoices to you (under all contracts) will become immediately and automatically due and payable, and will start accruing interest as described in clause 5.5.
9. 5.9 You agree to pay all sums due under the Contract in full and without any set-off, counterclaim, deduction or withholding.
10. 5.10 You agree that we may use any payment made by you to settle any of our outstanding invoices at our discretion, even where you have indicated that a payment relates to a specific invoice.
6 TITLE AND RISK
1. 6.1 Risk in the Goods shall pass from us to you on the completion of delivery or collection.
2. 6.2 Title to the Goods shall pass to you only when you have:
  1. (a) paid for the Goods in full (in cleared funds);
  2. (b) paid for any other goods that we have supplied to you under any contract.
3. 6.3 Until title to the Goods has passed to you, you agree:
  1. (a) to store the Goods separately from all other goods and in such a way (with appropriate labelling) that enables them to be readily identified as being our property;
  2. (b) to keep the Goods in a satisfactory condition and insure them for the full price against all usual risks such as accidental damage, fire and theft.
4. 6.4 [Subject to clauses 6.5 and 6.6, we permit you to sell the Goods in the normal course of your business but on the basis that you hold the proceeds of sale on trust for us, and you shall account to us for them.
5. 6.5 We may revoke our permission for you to sell the Goods (under clause 6.4) immediately if:
  1. (a) you are late in settling any of our invoices (under the Contract or any other contract between us) by more than 7 days;
  2. (b) any cheque or similar instrument from you is not honoured; or
  3. (c) an Insolvency Event occurs.
6. 6.6 Where we have revoked our permission for you to sell the Goods, then you shall make the Goods available for us to collect and allow us to enter your premises in order to do so, with no liability to account to you for any damage that we may cause.]
7 TERMINATION AND SUSPENSION
1. 7.1 In addition to any other rights we may have available to us (whether under these Terms or generally at law), we may terminate the Contract, in full or partially, or any other contract between us, or stop performing our obligations under this and any other contract between us if:
  1. (a) You fail to pay on time any money that you owe to us (under this Contract or any other);
  2. (b) You refuse to take delivery or collect any of the Goods as required by the Contract;
  3. (c) An Insolvency Event occurs;
  4. (d) You breach the Contract in any way;
  5. (e) You refuse to permit or hinder performance of the Services.
2. 7.2 We may terminate, in full or partially, or suspend our obligations under the Contract where we experience supply shortages. In such circumstances, the Contract shall be varied so that your obligation to purchase Goods under the Contract shall remain binding to the extent that we are able to meet your Order.
3. 7.3 If you exceed the credit limit agreed between you and us from time to time on any account you have with us then we may suspend our obligation to supply Goods or Services to you. We shall be entitled to require as a condition of resuming performance under the Contract the payment by you of any or all of the sums that you owe to us under the Contract or any other contract.
4. 7.4 If we suspend performance of our obligations because of any of the events specified in clause 7.1, then we may require you to make a pre-payment of any charges under the Contract or provide us with some other form of security as a condition of us resuming performance of our obligations. In addition, if any of the events specified in clause 7.1 occurs then you agree that we will have a general lien over all monies and other property of yours that we have in our possession for any sums due to us from you.
8 WARRANTY
1. Goods
2. 8.1 Subject to clause 8.3, we warrant that for a period of 12 months from delivery or collection the Goods shall:
  1. (a) be of satisfactory quality and free from material defects in materials and workmanship;
  2. (b) be free from material defects in design (except where the design was provided to us by you or on your behalf);
  3. (c) conform in all material respects with their description.
3. 8.2 If the Goods do not comply with the warranty set out in clause 8.1 then our only obligation under the Contract or otherwise is to repair or replace any non-complying Goods or to refund the price you have paid for them, at our option, but only if:
  1. (a) You notify us in writing as soon as possible and in any event within 7 days after you discover that the Goods do not comply with the warranty set out in clause 8.1; and
  2. (b) You give us a reasonable opportunity to inspect the relevant Goods and for that purpose, at our request, you will return the Goods to us promptly at your risk and expense.
4. 8.3 We will have no liability under the warranty set out in clause 8.1 if:
  1. (a) the Goods have not been stored correctly and safely;
  2. (b) you or anyone else has altered or attempted to repair the Goods;
  3. (c) the Goods have not been used, serviced or maintained correctly and in accordance with any recommendations made by us or in accordance with the purpose intended by the manufacturer of the Goods;
  4. (d) the Goods have been fitted or incorporated into any parts, components, accessories or other equipment except in accordance with good industry practice, our recommendations or the recommendations and instructions of the manufacturer of the Goods.
5. 8.4 You agree that it is your responsibility to ensure that the Goods you have ordered are fit for the purpose for which you want to use them. For that reason, we give no warranty (and no warranty shall be implied) that the Goods are fit for any particular purpose.
6. 8.5 At your request, we shall use our reasonable endeavours to transfer to you the benefit of any guarantee in respect of the Goods available from the manufacturer, but we reserve the right to require you to pay our costs of doing so.
7. Services
8. 8.6 We warrant that we will provide the Services using reasonable care and skill.
9. 8.7 We agree to use reasonable endeavours to perform the Services in accordance with any time frames that you have made known to us in writing or that we have previously communicated to you, but you agree that any such times are estimates only.
10. 8.8 You agree that it is your responsibility to ensure that the Services to be provided are fit for your purposes. For that reason, we give no warranty (and no warranty shall be implied) that the Services are fit for any particular purpose.
11. 8.9 If, in our reasonably opinion, the Services do not materially comply with the warranty set out in clause 8.6 then our only obligation under the Contract or otherwise is to re-perform the relevant Services or to refund the price you have paid for them.
12. 8.10 The terms of this clause replace all conditions, warranties, representations, statements, liabilities and other terms whatsoever implied by common law, statute or otherwise, all of which shall accordingly be excluded to the fullest extent allowed by law, and we shall in relation to the Goods or Services have no obligation to you, either arising by statute or in tort or in contract and whether arising out of our negligence or that of any of our employees or agents, other than the express obligations contained in these terms or in any other document expressly incorporated in writing into the Contract.
13. You
14. 8.11 In placing an order with us, you warrant that:
  1. (a) you are registered in, or are a resident of, the Territory and that you have the necessary permission(s), capacity and authority to enter into this Contract;
  2. (b) you are accessing the Company's Website from within the Territory; and
  3. (c) you are legally capable of entering into binding contracts.
9 LIMITATION OF LIABILITY
1. 9.1 Nothing in these Terms limits our liability for:
  1. (a) death or personal injury resulting from our negligence, or the negligence of our employees, agents or subcontractors;
  2. (b) fraud or fraudulent misrepresentation;
  3. (c) a breach by us of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
  4. (d) a breach by us of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession).
2. 9.2 Subject to clause 9.1, you agree that your only remedy for:
  1. (a) a failure by the Goods to comply with the warranty in clause 8.1 is as set out in clause 8.2; and
  2. (b) a failure by the Services to comply with the warranty in clause 8.6 is as set out in clause 8.9,
  3. and you agree that it is therefore your responsibility to obtain suitable policies to insure against any liability arising from your use of the Goods and Services.
3. 9.3 Except as set out in clauses 3.5, 8.2 and 8.9, and subject to clauses 9.1, 9.2 and 9.4, our liability for all claims under a Contract shall be limited to the price of the Goods or Services to which the claim relates or, if higher, the amount of money that we are able to recover from the manufacturer of the relevant Goods (having deducted our costs of recovering that money).
4. 9.4 We shall in no circumstances be liable to you for:
  1. (a) any indirect or consequential loss;
  2. (b) actual or expected profit or savings;
  3. (c) loss of data;
  4. (d) loss of production;
  5. (e) loss of profit;
  6. (f) loss of or damage to goodwill;
  7. (g) loss of business, agreements or contracts;
  8. (h) any loss or damage arising out of your special circumstances; and
  9. (i) any loss which would not have arisen if you had complied with your obligations in clause 3.6.
5. 9.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
6. 9.6 This clause 9 shall remain in force even after the Contract has come to an end for whatever reason.
7. 9.7 Any Original Equipment Manufacturer (OEM) part numbers provided by us are given as a reference only, and no inference or implication beyond that of a useful reference tool should be taken nor is intended.
10 INTELLECTUAL PROPERTY INDEMNITY
- Where the Goods are manufactured or altered in any way (by us or on our behalf) in accordance with your specification, direction or instructions, or where we provide Services in accordance with your specification, direction or instructions, you agree to indemnify us and hold us (and each member of Our Group) harmless against all losses (whether direct, indirect or consequential), damages, costs and expenses awarded against us or incurred by us and whether, wholly or partially, resulting directly or indirectly from any claim that we or any member of Our Group have infringed the Intellectual Property Rights of any person.
11 FORCE MAJEURE
- We shall have no liability whatsoever for any failure to perform, or for any delay in the performance of any of our obligations under the Contract where this arises wholly or in part from events, circumstances or causes beyond our reasonable direct control.
12 ANTI BRIBERY & CORRUPTION
1. 12.1 You shall not, and you shall procure that your directors, employees, agents, representatives, contractors and sub-contractors shall not, engage in any activity, practice or conduct which would constitute an offence under any anti-bribery or anti-corruption laws, regulations and codes, including the Bribery Act 2010.
2. 12.2 You agree that you have put in place adequate procedures designed to prevent any person working for or engaged by you or any other person in any way connected to this Contract, from engaging in any activity, practice or conduct which would infringe any anti-bribery and anti-corruption laws, regulations and codes, including the Bribery Act 2010.
3. 12.3 Any breach by you of this clause 12 entitles us to terminate the Contract by written notice with immediate effect.
13 MODERN SLAVERY ACT
1. 13.1 We agree to comply with:
  1. (a) the requirements of the Modern Slavery Act 2015 including, where applicable, the requirement to publish a supply chain transparency statement under Section 54 of the Modern Slavery Act 2015; and
  2. (b) our own compliance policies in connection with the Modern Slavery Act 2015.
14 CONFIDENTIALITY
1. 14.1 You agree:
  1. (a) to keep Wolseley Confidential Information confidential and only disclose it to those of your employees, agents, representatives and contractors who need to know it in order for you to receive Goods and Services from us under the Contract;
  2. (b) on our request to promptly return to us all documents and other materials that we have provided to you.
2. 14.2 You may disclose Wolseley Confidential Information without breaching this clause if you are required to by law, a court of competent jurisdiction or any governmental or regulatory authority, but you agree to tell us in advance.
3. 14.3 This clause 14 shall remain in force even after the Contract has come to an end for whatever reason.
15 EXPORT
1. 15.1 You agree that this clause 15 applies where we supply you with Goods for export outside of the United Kingdom (regardless of whether or not we were aware that the Goods would be exported).
2. 15.2 The ICC (International Chamber of Commerce) 2010 Rules for the Use of Domestic and International Trade Terms ("Incoterms") shall apply. We shall provide the Goods on the basis of the EXW (ex works) Incoterm unless we have agreed otherwise in writing.
3. 15.3 You agree to reimburse us for any expenses we incur in providing the Goods for export, including:
  1. (a) postage, packaging, carriage, freight, and handling charges;
  2. (b) insurance;
  3. (c) currency conversion and banking charges applicable to the payment method used; and
  4. (d) any customs or other duties incurred in respect of the sale, export and import of the Goods.
4. 15.4 You agree that:
  1. (a) you are responsible for complying with all applicable laws relating to the possession, use, import, export, or resale of the Goods;
  2. (b) you are responsible for obtaining, promptly and at your own cost, all licences and other consents in relation to the Goods that are required from time to time and, if we request, you agree to provide copies to us in advance of any export taking place;
  3. (c) if for any reason you do not obtain all necessary licences or other consents in relation to the Goods then this does not relieve you of your obligation to pay for the Goods;
  4. (d) we do not warrant that the Goods will be eligible for any licences or consents in any destination;
  5. (e) you will not export or re-export the Goods in a manner contrary to applicable export laws of any jurisdiction into or through which the Goods are transported, including supplying the Goods to any entities or countries which are subject to sanctions or are ineligible to purchase the Goods under such laws;
  6. (f) you will ask us in advance in writing if you require us to assist you with preparing any documents to allow to expert the Goods in compliance with any relevant laws.
5. 15.5 Unless we have agreed otherwise, all payments made by you for the Goods will be in pounds sterling in cleared funds.
6. 15.6 For the avoidance of doubt, the United Nations Convention on the International Sale of Goods shall not apply.
7. 15.7 If you do not have an address for service within the United Kingdom, you agree to provide written details of you designated service agent within the United Kingdom on request. You irrevocably appoint and authorise your designated service agent to accept service on your behalf of all legal process. Service on your designated service agent (or any such substitute) shall be deemed to be service on you.
16 DATA PROTECTION
1. 16.1 [Both we and you agree to comply with all applicable laws and regulations in relation to the processing of personal data under the Contract. In this clause, "personal data" "sensitive personal data" and "processing" have the meanings set out in the Data Protection Act 1998.
2. 16.2 You agree that you have obtained all necessary rights, permissions and consents prior to disclosing any personal data (including sensitive personal data) to us.
3. 16.3 Where either you or we process any personal data, and subject to clause 9, we and you agree (i) only to process the personal data as required to fulfil its rights and obligations under the Contract and/or in accordance with the other's written instructions; (ii) implement appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access. You authorise us and each member of Our Group to make worldwide transfers, in the normal course of its business, of personal data to other entities, subcontractors and/or business partners.
4. 16.4 You agree that we and each member of Our Group can use any of your personal data without restriction for the purposes of providing, assessing and/or improving the Goods, Services or other offerings.] 19.07.2017 – PB to update.
17 ENVIRONMENTAL AND RECYCLING
1. 17.1 You are responsible for dealing with all items of waste electrical and electronic equipment (“WEEE”) that we supply to you in accordance with the Waste Electrical and Electronic Equipment Regulations 2013, in particular as regards its treatment, recycling and environmentally sound disposal.
2. 17.2 Unless we have informed you otherwise, you shall be responsible for dealing with all packaging that we provide to you in an environmentally sound manner.
18 ENTIRE AGREEMENT
1. 18.1 The Contract sets out the entire agreement between you and us, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
2. 18.2 We each acknowledge that in entering into the Contract you and we are not relying on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation, or negligent misstatement based on any statement in the Contract.
3. 18.3 Nothing in this clause shall limit or exclude any liability for fraud.
19 THIRD PARTIES
- These Terms do not create any right or remedy enforceable by any person under the Contracts (Rights of Third Parties) Act 1999.
20 GENERAL MATTERS
1. 20.1 When using the Company's Website you accept that communication with us will be mainly via electronic means. We will contact you by e-mail or provide you with information by posting notices on the Company's Website. For contractual purposes, you agree to this electronic means of communication and acknowledge that all contracts, notices, information and other communications that are provided electronically comply with any legal requirement that such communications be in writing. This clause does not affect your statutory rights.
2. 20.2 All notices given by you must be given us marked for the attention of the Company Secretary at The Wolseley Center, Harrison Way, Leamington Spa, CV31 3HH or at online.support@wolseley.co.uk and shall quote the reference “FAO Online Contact Centre”. We may give notice to you at either the e-mail or postal address provided when the Order was placed, or in any of the ways specified in clause 20.1 above. Notice will be deemed received and properly served immediately when posted on the Company's Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
3. 20.3 Unless we have agreed in writing in advance, you are not permitted to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract.
4. 20.4 Any notice required to be given in writing under the Contract shall be given by first class post addressed to the registered office of the party to whom it is sent. Notices may not be given by fax or email.
5. 20.5 If any provision or part-provision of the Contract (including these Terms) is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
6. 20.6 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
7. 20.7 The Contract shall not create an agency or partnership between you and us.
8. 20.8 No variation of or addition to the Contract (including these Terms), whether written or oral, shall have effect unless and until agreed in writing by a duly authorised manager of both parties to the Contract.
9. 20.9 The Contract and any dispute or claim under it (including non-contractual disputes and claims) shall be governed by the laws of England and subject to the exclusive jurisdiction of the English Courts.

21 DEFINED TERMS

Contract	the contract between you and us for the supply of Goods or Services as described in clause 2.2
Control	in relation to a business entity, direct or indirect ownership or control of more than 50% of the voting interests of that entity and the words “Controlled” and “Controlling” shall be construed accordingly
Goods	the products which are the subject of an Order
Insolvency Event	(a) (where you are a company or a limited liability partnership) you convene a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) your creditors or you are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed (or notice of intention to appoint such an officer or administrator is made) in respect of all or a part of your business or assets or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of your business or for the making of an administration order; (b) (where you are an individual) you (or if you are a partnership any of the partners) die or are made bankrupt or have a petition for bankruptcy issued against you or are unable to pay your debts within the meaning of Section 268 of the Insolvency Act 1986 or a proposal is made for a composition scheme or an arrangement is made with (or an assignment for the benefit of) your creditors; (c) any event occurs or action taken equivalent to those specified in (a) and (b) in any jurisdiction; (d) you suspend or cease, or threaten to suspend or cease, carrying on all or a significant part of your business; (e) we have reasonable doubts as to your solvency
Intellectual Property Rights	(a) patents (including rights in, and/or to, inventions); (b) trade marks, service marks, trade names and business names (in each case including rights in goodwill attached thereto); (c) design rights; (d) rights in and/or to internet domain names and website addresses; (e) copyright (including future copyright); (f) database rights; (g) rights in and to confidential information (including know how and trade secrets); and (h) all other intellectual property rights, in each case subsisting at any time in any part of the world (whether registered or unregistered) and (i) any pending applications or rights to apply for registrations of any of these rights that are capable of registration in any country or jurisdiction and (ii) any similar or analogous rights to any of these rights, whether arising or granted under the laws of England & Wales or in any other jurisdiction
Order	an order placed by you for Goods and/or Services
Our Group	Wolseley UK Limited and any entity Controlling, Controlled by, or under common Control with Wolseley UK Limited
Our Premises	the location mentioned in our quotation or any order acknowledgment in respect of the Goods or as otherwise notified to you by us
Services	any services provided by us to you (whether or not you also purchase Goods from us)
We or Us	Wolseley UK Limited or the member of Our Group that enters into the Contract with you
Wolseley Confidential Information	our (and each member of Our Group’s) non-public, confidential or proprietary information, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, whether disclosed orally or in writing, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential"
You	the person who purchases Goods or Services from us

Terms and conditions: Consumer

Consumer Terms & Conditions

THESE TERMS AND CONDITIONS ARE FOR CONSUMERS ONLY. IF YOU ARE A BUSINESS CUSTOMER, THE TERMS AND CONDITIONS FOR TRADE BUYERS AVAILABLE AT Trade Terms and Conditions.

Introduction

This page tells you the terms and conditions on which we will supply you with Goods from our website at www.wolseley.co.uk. Please read these them carefully before ordering, and before each occasion on which you purchase from us. By placing an order you agree to be bound by these Terms and Conditions (including any hyper-linked sections). These Terms and Conditions were updated on [INSERT DATE]. We reserve the right to make changes to them in future. Any changes will be posted to the Website and will take effect immediately. You may want to print a copy of these Terms and Conditions for future reference.

1 Definitions
1. 1.1 In these Terms and Conditions (unless the context otherwise requires):
  - Consumer means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession;
  - Contract means any contract for the sale and purchase of the Goods made between you and us;
  - Goods means the products, articles or things to be supplied by us to you;
  - Return of Goods means the policy detailed at Clause 12 that deals with the return of Goods by you to us;
  - Territory has the meaning as set out in Clause 6.1;
  - we means Wolseley UK Limited, a company registered in England and Wales with company number 00636445 and whose registered office is at The Wolseley Center, Harrison Way, Leamington Spa, CV31 3HH and whose VAT registration number is 362023393 and “us” and “our” shall be construed accordingly;
  - you means the Consumer that places an order with us and “your” shall be construed accordingly.
2. 1.2 The headings to the Terms and Conditions are intended for reference only and are not intended to affect interpretation of the Terms and Conditions.
3. 1.3 References to any laws are intended to refer to that law as from time to time amended, extended or re-enacted.
4. 1.4 These Terms and Conditions, and any Contract, are only in the English Language
2 Information about us
1. 2.1 The Website is owned and operated by us and our contact details are:
  1. (a) The Wolseley Center, Harrison Way, Leamington Spa, CV31 3HH;
  2. (b) Email: online.support@wolseley.co.uk;
  3. (c) Contact Centre telephone number: 0344 891 0196.
3 Your Status
- In placing an order with us, you confirm that:
  1. (a) you are legally capable of entering into binding contracts;
  2. (b) you are at least 18 years old;
  3. (c) you are resident in the Territory (see Clause 6.1 below); and
  4. (d) you are accessing the Website from within the Territory (see Clause 6.1 below).
4 Basis of the Sale
1. 4.1 These Terms and Conditions (including the Return of Goods Policy) shall be incorporated into each and every Contract made between us and you.
2. 4.2 All sizes, weights, capacities, dimensions and measurements and images issued by us or displayed by us on our Website, are approximate and for guidance purposes only and any reference to them, or any other representation of any Goods, is not intended to form the basis of any Contract.
5 Orders
1. 5.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Once you have chosen the Goods you wish to purchase from the Website you will select to have the Goods delivered or to reserve and collect the Goods from one of our branches. You are responsible for ensuring the accuracy of your order. Our order process allows you to check and amend any errors before submitting your order to us. Following an order being placed by you, we will send an e-mail acknowledging that such order has been received. This e-mail does not constitute an acceptance of your order and all orders are subject to acceptance by us in accordance with Clauses 5.2 (in the case of Goods for delivery) and 5.3 (in the case of Goods for collection) below. We reserve the right to reject an order for any reason.
2. 5.2 In the case of Goods for delivery, we will contact you to confirm a convenient delivery time and date. We are not able to process or deliver orders on UK Bank Holidays, Saturdays and Sundays and days designated for stock take. Your order will be accepted and the Contract will be formed between you and us (and becomes legally binding) at the point at which we notify you that we have dispatched the Goods to you unless:
  1. (i) we have notified you that we do not accept your order;
  2. (ii) you have cancelled it (Please refer to the Returns and Refunds Clause below); or
  3. (iii)the order is for collection (Please refer to Clause 5.3 below).
  4. We cannot accept an order until payment is received in full for all Goods and any related delivery charges.
3. 5.3 In the case of orders for collection by you, we will contact you, on the contact telephone number you provided during the order process, when the Goods are available for collection. The Goods will be reserved for 5 (five) working days from the date on which all Goods subject to the Contract become available for collection and if you have not collected the Goods by the expiry of this period we shall treat such order as cancelled. In the case of orders for collection, the Contract is formed between you and us (and becomes legally binding) at the time at which we allow you to remove the Goods from our premises following receipt of payment in full for the Goods and any delivery charges.
4. 5.4 All orders are subject to stock availability and we reserve the right to correct obvious errors on our Website. If we are unable to supply any Goods that you have ordered, for example because the Goods are not in stock or because of an error in the price on our Website, we will inform you as soon as possible. In the event that an out-of stock item of Goods is part of your order, we will contact you using the contact details provided in your order to give you the option of amending your order to include only those Goods that we have in stock, in which case we will refund the purchase price of the out-of-stock or incorrectly priced Goods where payment has already been made.
5. 5.5 We intend to rely on the written terms set out in these Terms and Conditions. If you require any changes, please make sure that you ask for these to be put in writing. In that way, we can avoid any problems surrounding what we and you are required to do.
6. 5.6 Certain Goods are the subject of a legally prescribed age restriction and must be collected from our premises. You are therefore required to confirm that you are over the age of 18. You acknowledge and accept that we may carry out further checks to verify your age and proof of age may need to be provided to us upon collection or delivery of the Goods before we are able to supply you with the Goods. We will notify you if your order contains any such Goods.
6 Delivery
1. 6.1 The Website is only for the promotion of our products in the United Kingdom, Channel Islands and Isle of Man (the Territory). We do not guarantee that we will deliver to customers outside of the Territory. Additional delivery charges may be applicable for certain Goods or for deliveries to certain locations within the Territory. Such charges will be made clear to you before the Goods are supplied. If you require delivery outside of the Territory, please contact us to discuss whether we are able to deliver to the required delivery location and, if so, what the delivery charges will be. We reserve the right to refuse to accept orders from, or deliver products to, customers outside of the Territory.
2. 6.2 We will deliver the Goods to the address specified for delivery by you in your order. It is important that this address is accurate and you are responsible for ensuring that it is.
3. 6.3 We aim to provide you with an accurate date on which the Goods will be ready for collection or delivery (as applicable). All delivery times and dates are estimates. We will try our best to meet the delivery estimates we have given you but shall not be responsible for any failure to deliver Goods within these time frames. We will let you know if we cannot deliver your products within 30 days of the date of your order, and give you the opportunity to either wait for the Goods or cancel your order.
  1. (a) All delivery times and dates are estimates. This includes any indication of the length of time it will take us to deliver your order (or make it available for collection) that we give you, both as you progress through our shopping pages before you place your order, and when we confirm your order
  2. (b) Whilst we will try our best to meet the delivery estimates we have given you, we shall not be responsible for any failure to deliver Goods within these timeframes. We will let you know if we cannot deliver your Goods or make the Goods available for you to collect within 30 days of the date of your order, and give you the opportunity to choose to either cancel your order or give us a new deadline for delivery or to make the Goods available for collection (which must be reasonable) and comply with any revised indication that we give you of the date by which we expect to deliver or make available the Goods). You can cancel your order if we do not meet the new deadline
  3. (c) If you do choose to cancel your order for late delivery, we will refund any sums you have paid to us for the cancelled Goods and their delivery and, if the Goods have been delivered to you or collected by you, you will have to return them to us or allow us to collect them and we will pay the costs of this.
4. 6.4 We will not be liable for any loss you incur, whether financial or otherwise, resulting directly or indirectly from our delay or failure to meet the estimated delivery or collection date. We strongly recommend that you do not book fitters or tradesmen until the Goods have actually been delivered and checked by you.
5. 6.5 When Goods are to be delivered and a delivery date has been arranged, you must ensure that someone is available at the address to accept the delivery. All deliveries must be received and signed for by a person over the age of 18.
6. 6.6 We will always try to make one single delivery to you wherever possible to minimise any inconvenience. This means that when an order contains a mix of products with different delivery lead times, the longest lead time will apply to the whole order. This does not apply where you have specified that you will accept multiple deliveries during the order process on the Website. We reserve the right to deliver by way of instalments.
7. 6.7 If we are unable to deliver your Goods on arrival at the delivery address for any reason, we will retain possession of the Goods and attempt to contact you for instructions. You have 30 days to take delivery of the Goods from the day on which we contact you for instructions, unless we reasonably consider the Goods are too bulky or valuable for us to store for 30 days, in which case you will have 15 days from the date on which we contact you for instructions. After this deadline has expired (including where redelivery is arranged and you are unavailable to take the redelivery), we may cancel the order and refund the purchase price, excluding any delivery charges. An additional charge for any return or re-delivery will be made in accordance with the standard delivery charges on our Website.
7 Loss or Damage to Goods
1. 7.1 We request that you examine the Goods on delivery or on collection (as the case may be) as soon as reasonably possible to do so.
2. 7.2 Where you wish to return Goods because they are damaged or defective, we request that you do so in accordance with our Return of Goods Policy.
8 Price
1. 8.1 The price of the Goods and our standard charges for delivery shall be the prices given on the Website from time to time and as confirmed by us in our email sent to you in accordance with Clause 5.1 acknowledging that an order has been received. Such e-mail shall include any additional costs in respect of carriage, insurance, and/or storage (less any discount we allow). As stated in Clause 6.1 above, additional delivery charges may be applicable for certain Goods or for deliveries to certain locations within the Territory. We will notify you where such charges apply before the Goods are supplied and give you the opportunity to either accept the additional charges or cancel your order.
2. 8.2 Prices of Goods or delivery charges as given on the Website are liable to change at any time. In addition, while we will try to ensure that all prices in our literature or on our website are accurate, errors may occur or the price may change for reasons beyond our control. If we do need to increase the price of the Goods (whether because we have discovered an error or for other reasons) then we may do so as long as we inform you as soon as possible and in any event before we notify you we have dispatched the Goods to you in accordance with Clause 5.2 or made them available in accordance with clause 5.3. In these circumstances, we will give you the option of either reconfirming your order at the correct price or cancelling it.
3. 8.3 We will not change the price of our Goods, in relation to orders for which we have already contacted you to confirm the dispatch of the Goods in accordance with Clause 5.2 or where we have notified you that the Goods can be collected in accordance with Clause 5.3.
4. 8.4 If we are unable to contact you pursuant to Clause 8.2 above using the contact details you provided during the order process we will treat the order as cancelled. In these circumstances if we do contact you pursuant to Clause 8.2 and you decide to cancel your order then, if you have already paid for the Goods, we will give you a full refund.
5. 8.5 The price of the Goods is inclusive of VAT.
6. 8.6 Payment for all Goods and delivery charges must be made by credit or debit card at the time the order is placed in the case of orders for Goods to be delivered, or at the time of collection in the case of orders for Goods to be collected (as the case may be). The Website will specify which cards we will accept from time to time. If it is not possible to obtain the full payment for the Goods and any delivery charges from the payment details you provided then the Contract can be cancelled by us and any further deliveries may be suspended.
9 Risk and Property
1. 9.1 The Goods will be your responsibility:
  1. (a) where Goods are to be collected from our premises, from the time you collect the Goods from us; or
  2. (b) where Goods are to be delivered to you, at the time we deliver them to the address you gave us.
2. 9.2 You own the Goods once we have received payment in full and cleared funds for all sums due from you under the Contract, including all applicable delivery charges.
10 Events Outside our Control
- If we are unable to supply you with the Goods you have ordered for any reason beyond our control and it is necessary to make alternative arrangements or offer you a substitute product, we will notify you and you will have the option to either accept the replacement product or cancel your order and receive a full refund.
11 Warranty and Liability
1. 11.1 Subject to Clause 11.2, we offer a warranty to you that any Goods purchased from us through the Website will, on delivery and for the following 12 months, conform in all material respects with their description, be of satisfactory quality, and be reasonably fit for all the purposes for which goods of that kind are commonly supplied.
2. 11.2 We shall have no liability under the warranty provided in Clause 11.1 for:
  1. (a) any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval; or
  2. (b) any attempt made by you or any third party to remedy a defect before the Goods in question have been returned to us for inspection (if so required).
3. 11.3 This warranty is in addition to, and does not affect, your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
4. 11.4 If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions or our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
5. 11.5 We only supply the Goods for domestic and private use. You agree not to use the Goods for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
6. 11.6 We do not in any way exclude or limit our liability for:
  1. (a) death or personal injury caused by our negligence;
  2. (b) fraud or fraudulent misrepresentations.

12 Returns and Refunds

This Clause 12 does not affect your legal rights, and further advice can be obtained from the Citizens Advice Bureau or Trading Standards office.

12.1 You have a legal right to cancel a Contract during the period set out below in Clause 12.2. However, this cancellation right does not apply in the case of the following Goods (unless they are faulty):
1. (a) Goods made to your specifications or Goods which are either clearly personalised or which we identify as non-stocked goods ordered at your request (“Special Order Goods”). We will contact you to let you know if your order contains any such items;
2. (b) sealed sensitive electronic Goods (e.g. boiler printed circuit boards) if sealed packages have been opened;
3. (c) Goods that have been fitted; and
4. (d) any Goods which become mixed inseparably with other items after their delivery.
12.2 Your legal right to cancel a Contract starts from the date on which we notify you either that we have dispatched the Goods in accordance with Clause 5.2 or that they are available for collection in accordance with Clause 5.3. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:

Your Contract	End of the cancellation period
Your Contract is for a single item of Goods (which is not delivered in instalments on separate days).	The end date is the end of 14 days after the day on which you receive the Goods.
Your Contract is for either of the following: • one item of Goods which is delivered in instalments on separate days. • multiple Goods which are delivered on separate days	The end date is 14 days after the day on which you receive the last instalment of the Goods or the last of the separate Goods ordered.
Your Contract is for the regular delivery of Goods over a set period	The end date is 14 days after the day on which you receive the first delivery of the Goods.

12.3 To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form If you use this method we will e-mail you to confirm we have received your cancellation. [Alternatively you may use a copy of the form which is attached at the back of these Terms and Conditions as a schedule.] You can also e-mail us at online.support@wolseley.co.uk, contact our Customer Services team by telephone on 0344 891 0196 or telephone the branch from which the Goods were dispatched or collected, details of which are found on the advice note accompanying the Goods, to tell us that the Goods are being returned and to obtain details of the branch or address (as applicable) that the Goods should be returned to. If you are e-mailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-mail or by post, then your cancellation is effective from the date you send us the e-mail or post the letter to us.
12.4 If you cancel your Contract we will:
1. (a) refund you the price you paid for the Goods. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way that goes beyond what is necessary to establish the nature, characteristics and functioning of the goods (e.g. it goes beyond the sort of handling that might reasonably be allowed in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
2. (b) refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method).
3. (c) make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
  1. (i) if you have received the Goods and we have not offered to collect them from you: 14 days after the day on which we receive the Goods back from you or, if earlier, 14 days from the day on which you provide us with evidence that you have sent the Goods back to us;
  2. (ii) if you have not received the Goods or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
12.5 We will refund you via the same means of payment as you used to pay for the Goods
12.6 If the Goods have been delivered to you or collected by you before you decide to cancel your Contract:
1. (a) then you must return them to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. Unless otherwise agreed with us, you can either send them back or, if you have telephoned the branch from which the Goods were dispatched or collected in accordance with Clause 12.3, you can return them to the branch indicated by us over the telephone.. Before returning any Goods you must contact us either by:
  1. (i) email on online.support@wolseley.co.uk; or
  2. (ii) telephoning 0344 891 0196; or
  3. (iii) telephoning the branch from which the Goods were despatched or collected, details of which are found on the advice note accompanying the Goods to tell us that the Goods are being returned and to obtain details of the branch / address that the Goods should be returned to. Where Goods have been damaged whilst in your possession we shall not be obliged to accept the return of those Goods. In such circumstances, we will notify you that the Goods are available for re-collection or re-delivery for which you shall be liable for any reasonable delivery charges incurred.
2. (b) unless the Goods are faulty or not as described (in this case, see Clause 12.7), you will be responsible for the cost of returning the Goods to us. If the Goods cannot be returned by post, we estimate that if you use the carrier which delivered the Goods to you, these costs should not exceed the sums we charged you for delivery;
3. (c) we request that you return all the original packaging where possible to do so and that you supply the advice note accompanying the Goods or other proof of purchase (and for the avoidance of doubt a copy of the email confirming details of the order will not be sufficient for these purposes); and
4. (d) as you are responsible for the Goods until they are returned to us, we ask that you please ensure that you obtain adequate proof of postage with adequate insurance in place.
12.7 Because you are a consumer, we are under a legal duty to supply Goods that are in conformity with this Contract. As a consumer, you have legal rights in relation to Goods that are faulty or not as described. If the Goods are faulty or misdescribed you may have a legal right to end the Contract (or to get the Goods repaired or replaced or to get some or all of your money back). These legal rights are not affected by your right of return and refund in this Clause 12 or anything else in these Terms and Conditions. If you wish to exercise your legal rights to reject Goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection.

13 General
1. 13.1 When using the Website you accept that communication with us will be mainly via electronic means. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order, or by posting notices on the Website. When we refer, in these Terms and Conditions, to "in writing", this will include e-mail. This Clause does not affect your legal rights.
2. 13.2 If you wish to contact us for any other reason, including because you have any complaints, you can contact us by e-mailing us at online.support@wolseley.co.uk or by writing to us at The Wolseley Center, Harrison Way, Leamington Spa, CV31 3HH, quoting the reference “FAO Online Contact Centre”. We will try to resolve any complaints that you have as soon as possible. If you are unhappy with our final response, you may access the European Commission's Online Dispute Resolution Portal available at http://ec.europa.eu/consumers/odr/
3. 13.3 We will not be liable or responsible for any delay or failure to perform any of our obligations under a Contract if the delay or failure to perform is due to a cause beyond our reasonable control (e.g. strikes or other industrial action by third parties, terrorist attack or threat of terrorist attack, fire, explosion, flood, subsidence or other natural disaster, or impossibility of the use of railways, shipping or other modes of transport).
4. 13.4 This Contract is between you and us. No other person shall have any rights to enforce any of its terms. However, if you give the Goods to a friend, family member or other person as a gift (i.e. for no value in return), that person will have the benefit of our warranty at Clause 11, but we and you will not need their consent to cancel or make any changes to the Contract (including varying these Terms and Conditions).
5. 13.5 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms and Conditions. Except as provided for in Clause 13.4, you may only transfer your rights or your obligations under these Terms and Conditions to another person if we agree in writing.
6. 13.6 If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a failure by you to comply with the Contract, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
7. 13.7 Each of the paragraphs of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
8. 13.8 These Terms and Conditions are governed by English law. This means that a Contract and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland
9. 13.9 We reserve the right to monitor and record telephone calls our staff receives and make in order to monitor staff performance and ensure the highest service possible to our customers.

Terms and conditions: Express delivery

By selecting “Express Delivery” at Checkout, you agree to be bound by the following terms and conditions (“Express Delivery Terms”) in addition to the [Terms and Conditions of Purchase].

1. The Express Delivery service is only available to existing Wolseley UK Limited Trade Account customers.
2. The Express Delivery service is only available on selected products. The service is available on those items on the website where the “Express” option is specified as one of the delivery options.
3. Items ordered using the Express Delivery service will be delivered in accordance with the schedule specified below.
4. The Express Delivery service is only available within the UK and some geographical restrictions apply. Delivery restrictions for these areas are below:

UK Area	Next Day (Pre 5pm)	Pre 12pm	Pre 10:30am

Scotland	Available	Available	Available

Highlands & Islands	Available	Not Available	Not Available

Northern Ireland	Not Available	Not Available	Not Available

Cornwall	Available	Not Available	Not Available

5. 5. Charges for the Express Delivery Service will be charged to your Trade Account and you agree to pay the Charges in accordance with your usual payment terms.
6. Charges will be calculated in accordance with the current rate card which is available below.

Express Service	Delivery charge (ex VAT)

Next Day before 5pm	FREE

Next Day before 12pm	£5

Next Day before 10:30am	£10

7. Please ensure you input your details accurately. Incorrect order reference and delivery details may result in your order not being fulfilled. If there is a problem, please contact us as detailed on the Contact Us page.
8. Items ordered using the Express Delivery service CANNOT be cancelled and we will not refund any Charges once an order specifying Express Delivery has been made (save as specified in clause 12 below).
9. We reserve the right to restrict the Express Delivery service at any time. We reserve the right to alter or amend delivery times in exceptional circumstances. All delivery times quoted are subject to stock availability and delivery location.
10. If we are unable to affect delivery on arrival at your premises for any reason whatsoever, an additional charge for any return or subsequent visit will be made. Should no-one be available to take the redelivery we may cancel the order and refund the purchase price, excluding any delivery charges.
11. We use third party delivery companies which may, at their discretion, leave an item in a safe place if no one is present at the time of delivery. In these circumstances the delivery company will put a card through your letter box explaining where the product has been left.
12. If we fail to deliver within the time specified and you notify us of your claim in writing within 48 hours to online.support@wolseley.co.uk, we will refund the express delivery charge in full by issuing a credit to your Trade Account.
13. You waive all rights to challenge invoices for the Express Delivery service if a claim is not submitted in writing in accordance with clause 9 within 48 hours from the time when the Goods should have been delivered.
14. Our liability for failure to deliver within the specified time shall be limited to the value of the Express Delivery charge.
15. We will not be liable in any circumstances for any loss of income, loss of profits, loss of markets, loss of reputation, loss of customers, loss of use, loss of an opportunity even if we had knowledge that such damages or loss might arise or for any indirect, incidental, special or consequential damages or loss howsoever arising including without limitation breach of contract, negligence, wilful act or default.

Terms and conditions: Website

Website Terms & Conditions

1 Website Operator
1. 1.1 This website is operated by Wolseley UK, (registered number 00636445, VAT registration No. GB 362 0233 93) whose registered office is at The Wolseley Center, Harrison Way, Leamington Spa, Warwickshire, CV31 3HH. Tel 01926 705000 e-mail:webmaster@wolseley.co.uk
2. 1.2 Wolseley UK grants you a non-exclusive licence to use this website upon the following terms and conditions.
2 Copyright
1. All the content provided on this site is the property of Wolseley UK Limited or its suppliers and protected by U.K. and International Copyright Law as is the software used in the real time publication of this website. Any use, except for the purposes of online procurement and information gathering, is strictly prohibited.
3 Use of Site
- This website or any portion of this website may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose save with the prior written consent of Wolseley UK.
4 Accuracy of Information
1. 4.1 Wolseley UK and the companies whose products are depicted within this site do not represent or warrant the accuracy or reliability of any of the content or information contained, downloaded, linked or accessed through this website.
2. 4.2 Any reliance which you place upon any information contained on this website or on any website to which this website is linked will be at your sole risk and it is solely your responsibility to ensure that any product or service about which information is published on this website meets your requirements.
3. 4.3 Wolseley UK reserves the sole and exclusive right in its absolute discretion to make any amendment, improvement, alteration or discontinuance of any of the information or content of this website without notice.
5 Linking
1. 5.1 This website may contain links to other websites. Wolseley UK Limited accepts no responsibility or liability for the content of other websites which are not under the strict control of Wolseley UK . Any link is not intended to be, nor should be construed as, an endorsement of any kind by Wolseley UK of that other website.
2. 5.2 You may not create a link to this website from another website or document without Wolseley UK’s prior written consent.
6 Liability
1. 6.1 Wolseley UK does not guarantee that use of this website will be compatible with all hardware and software which may be used by visitors to the site. Wolseley UK will not be liable for damage to, or viruses that may affect, your computer equipment, software, data or other property as the result of your access to, use of or browsing of this website or your downloading of any materials, data, text or images.
2. 6.2 THE INFORMATION AND CONTENT OF THIS WEBSITE ARE PROVIDED BY WOLSELEY ON AN "AS IS" BASIS AND WOLSELEY EXPRESSLY DISCLAIMS ALL AND ANY WARRANTIES, EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW INCLUDING WITHOUT LIMITATION WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF ANY OF THE SERVICES, PRODUCTS OR INFORMATION CONTAINED ON THIS WEBSITE.
  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (EXCEPTING IN RESPECT OF DEATH OR PERSONAL INJURY ARISING FROM WOLSELEY'S NEGLIGENCE) WOLSELEY CENTERS LIMITED EXCLUDES LIABILITY FOR ANY CLAIMS, LOSSES, DEMANDS OR DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT TO THE CONTENT OF THIS WEBSITE AND THE MATERIALS AND PRODUCTS AND SERVICES REFERRED TO IN THE WEBSITE INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES HOWSOEVER ARISING AND WHETHER IN STATUTE, CONTRACT OR TORT.
7 Privacy
1. 7.1 Wolseley UK’s privacy policy can be seen by clicking on the privacy link below. This privacy policy forms part of these terms and conditions.
8 Complete Agreement
1. 8.1 These terms and conditions (including the privacy statement referred to in clause 7) contain all the terms which you and Wolseley UK have agreed in relation to the use of the website. Additional terms and conditions will apply when you order goods.
9 Applicable Law and acceptance of these terms and conditions
1. 9.1 This site is intended to promote the sale of products within the United Kingdom only and is not intended for use by any persons outside of that area. Any disputes arising in connection with the use of this website will be governed by English law and will be subject to the exclusive jurisdiction of the courts of England and Wales.
2. 9.2 You own the Goods once we have received payment in full and cleared funds for all sums due from you under the Contract, including all applicable delivery charges.

Terms and conditions: Web Tools

Radiator Selector

Disclaimer

This Disclaimer covers the use of the Radiator Selector (the "Selector") or information contained on, or produced by, the Selector. References in this Disclaimer to "We / Us / Our" are references to Wolseley UK Limited. References to "You / Your" are references to the individual or entity accessing the Selector.

The Selector and any other information displayed on this webpage is provided for information and general interest purposes only. By using the Selector, You acknowledge that You are solely responsible for the accuracy and content of any user information submitted to the Selector. The Selector service is provided on an "as is" basis and the Results are dependent on the information provided by You. We do not warrant or give any representations of any kind regarding the use, or the results of the use, of the Selector, or the Results in terms of their correctness, accuracy, reliability or otherwise.

The Results are estimates and are indicative only. The Selector can only process the most common factors that affect the selection of a radiator and may not take into account all factors relating to your particular requirements. By using the Selector You agree not to rely on any Results provided by the Selector, except at Your own risk. You (not Us) assume the entire cost and risk of any actions (including but not limited to servicing, repair or replacement of equipment) carried out in reliance on the Results. You are strongly advised to consult a professional tradesperson before placing any order. We reserve the right, at Our sole discretion, to amend or withdraw the Selector without notice.

To the extent permitted by law, We hereby exclude all liability for any claim, loss, demands or damages of any kind whatsoever (whether such claims, loss, demands or damages were foreseeable, known or otherwise) arising out of or in connection with Your use of the Selector, or the Results, including without limitation, indirect or consequential loss or damage; loss of actual or anticipated profits (including loss of profits on contracts); loss of revenue; loss of business; loss of opportunity; loss of anticipated savings; loss of goodwill; loss of reputation; loss of, damage to, or corruption of data; loss of use of money or otherwise, and whether or not advised of the possibility of such claim, loss, demand or damages and whether arising in tort (including negligence), contract or otherwise. In respect of individual users, this statement does not affect your statutory rights.

Nothing in this Disclaimer excludes or limits Our liability for any liability which may not be limited or excluded by law.

The use of the Selector is governed by English law and You and Us irrevocably submit to the non-exclusive jurisdiction of the English courts

If you have any questions about this Disclaimer contact us.

Heat Loss Calculator

Disclaimer

This Disclaimer covers the use of the Heat Loss Calculator (the "Calculator") or information contained on, or produced by, the Calculator. References in this Disclaimer to "We / Us / Our" are references to Wolseley UK Limited. References to "You / Your" are references to the individual or entity accessing the Calculator.

The results of the Calculator (the "Results") are derived from SAP 2012 Heat Loss Calculation.

The Calculator and any other information displayed on this webpage is provided for information and general interest purposes only. By using the Calculator, You acknowledge that You are solely responsible for the accuracy and content of any user information submitted to the Calculator. The Calculator service is provided on an "as is" basis and the Results are dependent on the information provided by You. We do not warrant or give any representations of any kind regarding the use, or the results of the use, of the Calculator, or the Results in terms of their correctness, accuracy, reliability or otherwise.

The Results are estimates and are indicative only. The Calculator can only process the most common factors that affect heat loss and may not take into account all factors relating to your particular requirements. By using the Calculator You agree not to rely on any Results provided by the Calculator, except at Your own risk. You (not Us) assume the entire cost and risk of any actions (including but not limited to servicing, repair or replacement of equipment) carried out in reliance on the Results.

We reserve the right, at Our sole discretion, to amend or withdraw the Calculator without notice.

To the extent permitted by law, We hereby exclude all liability for any claim, loss, demands or damages of any kind whatsoever (whether such claims, loss, demands or damages were foreseeable, known or otherwise) arising out of or in connection with Your use of the Calculator, or the Results, including without limitation, indirect or consequential loss or damage; loss of actual or anticipated profits (including loss of profits on contracts); loss of revenue; loss of business; loss of opportunity; loss of anticipated savings; loss of goodwill; loss of reputation; loss of, damage to, or corruption of data; loss of use of money or otherwise, and whether or not advised of the possibility of such claim, loss, demand or damages and whether arising in tort (including negligence), contract or otherwise. In respect of individual users, this statement does not affect your statutory rights.

Nothing in this Disclaimer excludes or limits Our liability for any liability which may not be limited or excluded by law. The use of the Calculator is governed by English law and You and Us irrevocably submit to the non-exclusive jurisdiction of the English courts.

If you have any questions about this Disclaimer contact us.

Shower Selector

Disclaimer

This Disclaimer covers the use of the Shower Selector (the "Selector") or information contained on, or produced by, the Selector. References in this Disclaimer to "We / Us / Our" are references to Wolseley UK Limited. References to "You / Your" are references to the individual or entity accessing the Selector.

The Results are estimates and are indicative only. The Selector can only process the most common factors that affect the selection of a shower and may not take into account all factors relating to your particular requirements. By using the Selector You agree not to rely on any Results provided by the Selector, except at Your own risk. You (not Us) assume the entire cost and risk of any actions (including but not limited to servicing, repair or replacement of equipment) carried out in reliance on the Results. You are strongly advised to consult a professional tradesperson before placing any order. We reserve the right, at Our sole discretion, to amend or withdraw the Selector without notice.

Nothing in this Disclaimer excludes or limits Our liability for any liability which may not be limited or excluded by law.

The use of the Selector is governed by English law and You and Us irrevocably submit to the non-exclusive jurisdiction of the English courts.

If you have any questions about this Disclaimer contact us.

Refrigeration Selector

Disclaimer

This Disclaimer covers the use of the Refrigeration Selector (the "Selector") or information contained on, or produced by, the Selector. References in this Disclaimer to "We / Us / Our" are references to Wolseley UK Limited. References to "You / Your" are references to the individual or entity accessing the Selector.

The Results are estimates and are indicative only. The Selector can only process the most common factors that affect the selection of a cooling system and may not take into account all factors relating to your particular requirements. By using the Selector You agree not to rely on any Results provided by the Selector, except at Your own risk. You (not Us) assume the entire cost and risk of any actions (including but not limited to servicing, repair or replacement of equipment) carried out in reliance on the Results. You are strongly advised to consult a professional tradesperson before placing any order. We reserve the right, at Our sole discretion, to amend or withdraw the Selector without notice.

Nothing in this Disclaimer excludes or limits Our liability for any liability which may not be limited or excluded by law.

The use of the Selector is governed by English law and You and Us irrevocably submit to the non-exclusive jurisdiction of the English courts.

If you have any questions about this Disclaimer contact us.

Terms and conditions: eBilling

eBilling Terms of use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE TERMS OF WEBSITE USE

These terms of use (together with the documents referred to in it) tells you the terms of use on which you may make use of our website www.wolseley.co.uk, whether as a guest or a registered user. Use of our site includes accessing, browsing, or registering to use our site.

Please read these terms of use carefully before you start to use our site, as these will apply to your use of our site. We recommend that you print a copy of this for future reference.

By using our site, you confirm that you accept these terms of use and that you agree to comply with them

If you do not agree to these terms of use, you must not use our site.

1 OTHER APPLICABLE TERMS
1. These terms of use refer to the following additional terms, which also apply to your use of our site:
  - Our Privacy Policy https://www.wolseley.co.uk/policies/ which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
  - Our Cookie Policy https://www.wolseley.co.uk/policies/ which sets out information about the cookies on our site.
2 INFORMATION ABOUT US
www.wolseley.co.uk is a site operated by Wolseley UK Limited ("We"). We are registered in England and Wales under company number 636445 and have our registered office at The Wolseley Center, Harrison Way, Leamington Spa CV31 3HH. Our VAT number is GB362023393.
3 CHANGES TO THESE TERMS
We may revise these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you
4 CHANGES TO OUR SITE
We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our site, or any content on it, will be free from errors or omissions.
5 ACCESSING OUR SITE
Our site is made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our site.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
6 YOUR ACCOUNT AND PASSWORD
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at etrading@wolseley.co.uk.
7 INTELLECTUAL PROPERTY RIGHTS
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for
8 LIMITATION OF OUR LIABILITY
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
9 VIRUSES
We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.

You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site.

You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
10 LINKING TO OUR SITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.
11 APPLICABLE LAW
These terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
12 CONTACT US
- To contact us, please email etrading@wolseley.co.uk
13 EBILLING PRIVACY POLICY
1. 13.1 INFORMATION WE MAY COLLECT FROM YOU
2. 13.2 COOKIES
3. 13.3 USES MADE OF THE INFORMATION
4. 13.4 DISCLOSURE OF YOUR INFORMATION
5. 13.5 WHERE WE STORE YOUR PERSONAL DATA
6. The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy. All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
7. 13.6 YOUR RIGHTS
8. You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at etrading@wolseley.co.uk. Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
9. 13.7 ACCESS TO INFORMATION
10. The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
11. 13.8 CHANGES TO OUR PRIVACY POLICY
12. Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail. Please check back frequently to see any updates or changes to our privacy policy.
13. 13.9 CONTACT
14. Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to etrading@wolseley.co.uk.

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