Terms & Conditions

The Change Organisation Ltd, including all subsidiaries and trading divisions thereof (“the Company”). The customer's attention is drawn in particular to the provisions of clauses 10 and 12.

1. Interpretation

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person, firm or company who purchases the Goods from the Supplier.

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

Order: the Customer's order for the Goods as set out in the Supplier's quotation, the Customer's purchase order form or the Customer's acceptance of the Supplier's quotation as the case may be.

Specification: any specification for the Goods, including any related documentation, plans and drawings, agreed in writing by the Customer and the Supplier.

Supplier: The Change Organisation Limited, a Company registered in England and Wales with company number 02874305 whose registered office is at Camburgh House, 27 New Dover Road, Canterbury, Kent, CT1 3DN.

2. Basis Of Contract

These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions, and is only deemed accepted when the Supplier issues a written acceptance, invoice, or despatches Goods. A quotation for the Goods shall not constitute an offer and is valid for 5 Business Days from its date of issue unless otherwise stated.

3. Goods

The Goods are described in the quotation as modified by any applicable Specification. The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier in connection with the Contract, including claims for infringement of third-party intellectual property rights. The Supplier reserves the right to amend the Specification if required by applicable statutory or regulatory requirements.

4. Delivery

Each delivery is accompanied by an invoice or delivery note. Delivery is completed on completion of loading of the Goods at the Supplier's premises. Any dates quoted for delivery are approximate only and time of delivery is not of the essence; the Supplier shall not be liable for any delay in delivery. If the Customer fails to accept delivery within two Business Days of notification, delivery shall be deemed complete and storage costs may be charged. The Supplier may deliver Goods by instalments, each constituting a separate Contract.

5. Quality

The Supplier warrants that on delivery the Goods shall conform to their description and Specification, be free from material defects, be of satisfactory quality, and be genuine authentic products. The Customer must give written notice within three working days of receipt of any non-conformity. The Supplier shall, at its option, repair, replace or refund defective Goods, subject to exclusions including misuse, unauthorised alteration, fair wear and tear, or failure to follow instructions.

6. Returns

Any request for a Product Return must be made in accordance with the Company's Terms on Returns, published on our website and available on request via the Returns Request form.

7. Title And Risk

Risk in the Goods passes to the Customer on completion of loading at the Supplier's premises (or the relevant supplying premises). Title to the Goods does not pass until the Supplier receives payment in full, or the Customer resells the Goods (in which case title passes immediately before resale). Until title passes, the Customer must store the Goods separately, keep them insured, and not deface identifying marks.

8. Price And Payment

The price is as set out in the Order or the Supplier's published price list. Prices are exclusive of packaging, insurance, transport and VAT. Unless otherwise agreed in writing, invoices are payable in full within 30 days of the invoice date; time of payment is of the essence. Overdue amounts accrue interest at 8% per annum above the Bank of England base rate. Amounts due must be paid in full without set-off or deduction.

9. Termination And Suspension

The Supplier may terminate the Contract with immediate effect on written notice if the Customer becomes insolvent, enters administration or receivership, ceases to carry on business, or otherwise becomes subject to any of the insolvency-related events set out in full in the Company's standard terms. On termination, the Customer must immediately pay all outstanding invoices and interest.

10. Limitation Of Liability

Nothing in these Conditions limits the Supplier's liability for death or personal injury caused by negligence, fraud, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987, or any other liability which cannot lawfully be excluded. Subject to this, the Supplier shall not be liable for any loss of profit or indirect or consequential loss, and the Supplier's total liability shall not exceed the price of the Goods.

11. Force Majeure

Neither party is liable for failure or delay in performing its obligations to the extent caused by a Force Majeure Event — an event beyond a party's reasonable control which could not have been foreseen or avoided, including strikes, failure of energy sources or transport networks, acts of God, war, terrorism, riot, civil commotion, natural disaster, epidemic, or default of suppliers or couriers.

12. General

The Supplier may vary these terms from time to time, notifying the Customer in writing or by publishing amended terms on the Supplier's website. Neither party may assign its rights or obligations without consent (save that the Supplier may do so freely). Notices must be in writing to the relevant registered office or principal place of business. If any provision is found invalid, it shall be modified to the minimum extent necessary or deemed deleted, without affecting the remainder of the Contract. These Conditions and any dispute arising from them are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.