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Terms of service

TINWARE DIRECT LIMITED TERMS AND CONDITIONS

Definitions                                                                                                                   

In these terms and conditions, the following words shall have the following meanings:-

“the Contract” shall mean the contract between the Company and the Buyer for the sale and purchase of the Goods in accordance with these terms and conditions as amended from time to time in accordance with clause 2.1.

“the Company” shall mean Tinware Direct Limited incorporated and registered in England and Wales with company number 04222223 whose registered office is at The Granary Crowhill Farm, Ravensden Road Wilden, Bedford, Bedfordshire, MK44 2QS

“the Buyer” shall mean the purchaser of the Goods from the Company.

“the Goods” shall mean the products or articles or services which are sold or supplied by the Company.

“Illustrations or Drawings” shall mean any form of artwork, photograph, illustrations or screen shots prepared by the Company.

“Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, trademarks, service marks, trade, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Order” shall mean the Buyer’s order for the Goods as set out in writing by the Buyer

“Order Acceptance” has the meaning given in clause 2.5.

  1. Language

1.1 If this agreement is additionally signed in, or is translated into, any language other than English, the English language version shall prevail.

1.2 Any other document provided in connection with this agreement, shall be in English, or there shall be a properly prepared translation into German, Italian, French, Spanish, Dutch and the English translation will prevail in the case of any conflict between them.

  1. The Contract

2.1 All Orders are accepted under these Terms and Conditions and any subsequent revisions made by the Company from time to time.

2.2 No variation of these Terms and Conditions is permitted unless expressly accepted by a Director of the Company in writing.

2.3 All verbal orders must be confirmed to the Company in writing by post or email within 24 hours of providing the verbal order to the Company. Any verbal order not confirmed in writing will not be processed.

2.4 The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order (“Order Acceptance”), at which point the Contract shall come into existence.

2.5 By ordering goods from the Company the Buyer will be deemed to agree that these conditions shall apply and that no other conditions, either presented verbally or in writing in connection with the Goods ordered shall form part of any transaction made in respect of such Goods.

  1. Cancellation

3.1 No cancellation of any Order is permitted unless expressly agreed by a Director of the Company in writing.   

3.2 In the event of an agreed cancellation as set out in 3.1 the Buyer will be liable for reimbursement to the Company of all costs and expenses incurred with the associated and cancelled order, together with a cancellation charge of 3% of the value of the Order.   

  1. Offers and quotations

4.1 All Illustrations or Drawings accompanying any quotation or contained in any catalogue, price list, website or advertisement by the Company, or within, or attached to, any email, are approximate representations only and are not binding in detail unless stated to be so by the Company in writing in accepting of the Order. All weights and measurements and other particulars are stated in good faith as being approximately correct but any inconsequential adjustments or variations to the original Order shall not vitiate the contract or be made the basis of any claim against the Company.

4.2 All quotations provided by the Company to the Buyer remain valid for a period of fourteen days from the date of the quotation. If the Buyer wishes to place an Order after the expiry of this period, a new quotation will be provided.

  1. Price

5.1 All prices charged are those at the date of the Order Acceptance unless otherwise stated by the Company.

5.2 Unless otherwise stated the price of the Goods:

5.2.1 excludes amounts in respect of Value Added Tax (VAT) which the Buyer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and

5.2.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.

5.3 The Company may, by giving notice to the Buyer at any time prior to delivery of the Goods, adjust the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Company’s control (including foreign exchange fluctuations, increases in taxes and duties, increases in labour, raw materials and other manufacturing costs);

(b) any request of the Buyer to change the delivery date, quantities or types of Goods ordered; or

(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions.

5.4 Any price contained in any quotation, sales confirmation or invoice from the Company shall be deemed to be in currency stated on the quotation or website unless otherwise expressly stated in that document.

  1. Terms of Payment

6.1 The Buyer shall make payment in full with the Buyer’s Order except where the Company has offered other terms clearly stated in the Company’s quotation.

6.2 The Buyer shall effect payment in the currency as stated on the invoice, or where not stated - in Pounds Sterling. Any costs involved in the conversion of any funds received that do not so conform will be met by the Buyer as an additional charge.

6.3 The cost of transmission of any payments made by the Buyer to the Company will be met by the Buyer as an additional charge.

6.4 If the Buyer fails to make payment due to the Company within the terms specified under the Contract, the Company the reserves the right to charge interest on the overdue sum from the due date until payment, such interest to accrue at the rate of 8% per month above the base rate of the Bank of England from time to time

6.5 The Buyer shall have no right of set off, statutory or otherwise.

6.6 If the Buyer (being a company) has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 (or any other applicable legislation within the jurisdiction in which the Buyer is operating) or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangement with its creditors of commits a material or serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), he will be deemed to have repudiated the Contract.

6.7 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any Order.

  1. Alteration

7.1 Any alteration by the Buyer to the art, design, colour or quantity requested after the Order Acceptance may result in an increase in the Contract price.

7.2 The Company shall confirm in writing to the Buyer the increased Contract price and will only process the Order on receipt of the Buyer’s acceptance to the increase and additional payment being received.

  1. Delivery

8.1 All items quoted for delivery shall be delivered to the Buyer’s address or, if different, as specified on the Buyer’s order.

8.2 Any change to the originally requested delivery address may incur additional costs and the Company reserves the right to adjust prices accordingly.

8.3 At the point of the Order Acceptance, the method of delivery shall be agreed in writing between the Company and the Buyer. The Buyer shall be liable to pay the cost of delivery, packing and insurance.

8.4 Time of delivery is not of the essence. Approximate timescales for delivery will be provided to the Buyer by the Company on request. For the avoidance of doubt, the timescales provided are subject to change and third party availability.

8.5 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods

8.6 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.

8.7 When delivery is to be by instalment, or the Company exercises its right to delivery by instalments under clause 8.6 hereof or if there be any delay in the delivery of any one or more instalments for whatever reason this will not entitle the Buyer to treat the Contract as repudiated or to damages.

8.8 If the Company delivers up to 10% more or less than the quantity of the Goods ordered the Buyer may not reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the contract rate for the quantity of the Goods delivered.

  1. Risk and the Passing of Property

9.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or his agent.

9.2 Title in the Goods shall not pass to the Buyer until payment has been received by the Company for the Goods and no other amounts are then outstanding from the Buyer to the Company in respect of other Goods supplied by the Company.

9.3 The Buyer is licensed by the Company to use or agree to sell the Goods delivered to the Buyer subject to the provisions of clauses 9.4 and 9.5

9.4 Until title to the Goods has passed to the Buyer, the Buyer shall:

9.4.1 hold the Goods as fiduciary agent and bailee for the Company;

9.4.2 keep the Goods separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company.

9.5 The Company may at any time revoke the power of sale and use of the Goods by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company (whether in respect of the Goods or any other goods supplied at any time by it to the Buyer) (or if the Company has bona fide doubts as to the solvency of the Buyer).

9.5.1 The Buyer’s power of sale and use shall automatically cease if the Buyer has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 (or any other applicable legislation within the jurisdiction in which the Buyer is operating) or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law;

9.5.2 upon determination of the Buyer’s power of sale and use the Buyer shall place any of the Goods, in its possession or under its control, at the disposal of the Company and the Company shall be entitled to enter the premises of the Buyer for the purpose of removing the Goods.

9.6 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods in settlement of such invoices or accounts in respect of such goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.

  1. Lien and Stoppage

Until such time as the title in the Goods has passed to the Buyer the Company has the right to withhold delivery if the Buyer (being a Company) has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 (or any other applicable legislation within the jurisdiction in which the Buyer is operating) or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.

  1. Inspection/Shortage

11.1 The Buyer is under a duty to inspect the Goods on delivery or on collection as the case may be.

11.2 Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked “not examined”.

11.3 The Company shall be under no liability for any damage or shortages that would be apparent on inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Company within 3 months of delivery detailing the alleged damage or shortage.

11.4 In all cases where a written complaint has been received by the Company in accordance with clause 11.3 the Company shall investigate the complaint and respond with their findings in writing within 28 days.

11.5 Subject to Clause 11.3 and 11.4 and at the Company’s discretion, the Company shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage to the Goods.

11.6 Although all packaging materials are intrinsically clean, they are not packed and transported in a sterile environment and therefore Tinware Direct cannot guarantee that they will be free from product related or particulate matter from interaction during packing and shipment.

11.7 The Company provides no guarantee or warranty that the lacquers and inks used are food safe, it is recommended that the Buyer takes their own precautions and satisfy themselves regarding the cleanliness and suitability of the product before use.

  1. Warranty

12.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.

12.2 It is the Buyer’s responsibility to ensure that the Goods are suitable for the purpose to which they are intended to be used.

12.3 No representation or warranty is given as to the suitability or fitness of the Goods for any particular purpose and the Buyer shall satisfy itself in this respect and shall be totally responsible.

12.4 If the Buyer has any specific requirements for the use of the Goods the Buyer must notify these requirements to the Company in writing before the Order Acceptance. The Company strongly advises the Buyer to sample the Goods prior to placing an Order to confirm that the Goods will satisfy their requirements.

12.5 If the Buyer is unsure as to the suitability of any Goods for a particular purpose it should consult the Company prior to purchase.

12.6 If subject to 12.5 the Buyer believes the Goods to be unfit for purpose and this is accepted by the Company, the Company reserves the right to repair or replace the goods at their own expense. If the condition or suitability for purpose cannot be agreed between the Company and the Buyer both parties agree to use their best endeavours to settle any dispute in good faith and with the use of arbitration/mediation in the first instance if appropriate  

  1. Liability

13.1 Introduction

13.1.1 Nothing in clause 13 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from the Company’s negligence.

13.1.2 Each of the sub-clauses in Clause 13 is to be treated as separate and independent.

13.2 Exclusion

13.2.1 Clause 13.2 only covers defects caused by faulty design, manufacture, materials or workmanship. It does not cover defects caused by abnormal use, misuse or neglect. It does not cover faulty design, manufacture materials or workmanship supplied or undertaken by the Buyer or third parties. In respect of goods not designed or manufactured by the Company, the Company only gives such guarantee or warranty to the Buyer as the Company itself receives.

13.2.2 The Company agrees that if any defect covered by this clause is discovered and notice provided by the Buyer to the Company no later than three months after the date of delivery, the Company will either repair or replace the goods at its own expense. 

13.2.3 The Company does not bear responsibility for any defect arising or introduced by a Buyer in the course of storage or handling of the products where that Buyer acts as agent or distributor of the Company’s products. The Buyer should consult the Company if doubt exists with regard to the appropriate storage or handling requirements.

13.2.4 The Buyer cannot claim the benefit of this clause unless:

(a) the Buyer informs the Company of the relevant defect in accordance with Clause 13.2.2; and

(b) the Buyer returns the Goods to the Company at their own expense.

13.2.5 The risk of accidental loss whilst the Goods are being returned will be borne by the Buyer.

13.2.6 In consideration for receiving the benefit of this clause, the Buyer agrees that, apart from those terms set out in Clauses 11 and 12, no other terms, conditions, warranties or in nominate terms, express or implied, statutory or otherwise, shall form part of this contract.

13.3 Exclusion of Consequential Loss

The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company’s negligence). Non-exhaustive illustrations of consequential or indirect loss would be:

(a) loss of profits

(b) loss of contracts

(c) damage to property of the Buyer or anyone else, and personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company’s negligence).

13.4 Limitation

The Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed £1,000,000.

  1. Special Packaging or Materials

Where special materials or branded packaging are required to satisfy the Buyer’s order specification, it will be a condition that any surplus quantity of these items produced by the Company will, on completion of the Buyer’s order, be invoiced to, and payable by, the Buyer.

  1. Force Majeure

15.1 The Company shall not be liable for any failure to perform any of its obligations under the Contract if such delay or failures result from events, circumstances or causes outside the Company’s control.

15.2 Without limitation to the provisions of clause 15.1 the Company will not be in breach of the Contract for any delay in performing or failure to perform any of its obligations if the same either directly or indirectly result from, or is associated with, either, the UK’s withdrawal from the European Union (‘Brexit’); or the Coronavirus pandemic in the UK or elsewhere (whether because it is caused by any lockdown or other Government or official action, directive or intervention; and/or by any failure to receive, act of God, war, riot, explosion, act of terrorism, abnormal weather conditions, fire, flood, strikes, lockouts, Government action or regulations (UK or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.

15.3 Should the Company be prevented from delivering in the above circumstances, it shall give the Buyer written notice of this fact as soon as reasonably practicable.

15.4 If the circumstances preventing delivery are continuing three months after the Buyer receives the Company’s notice, then either party may give written notice to the other cancelling the Contract.

15.5 If the Contract is cancelled in this way, the Company will refund any payment which the Buyer has already made on account of the price (subject to deduction of any amount the Company is entitled from the Buyer) but the Company will not be liable to compensate the Buyer for any further loss or damage caused by failure to deliver.

  1. Discount, Promotional and Voucher Code Terms & Conditions

16.1 Codes cannot be applied to previously placed orders.

16.2 Discount codes and vouchers cannot be redeemed against samples or shipping costs.

16.3 Codes can only be used for orders placed online unless stated.

16.4 Only one code can be used per transaction.

16.5 Codes are not valid against pre-orders.

16.6 Voucher and promo codes are not transferable or redeemable for cash or credit.

16.7 Codes cannot be used in conjunction with any other offers or against discounted or sale products.

16.8 In the event of a return, refunds will only be given against the original cash price less the voucher applied. The voucher cannot be reapplied to replacement items or reissued for future use. Please see our Returns Policy for other exclusions.

16.9 Codes are valid for the term stated on the voucher issued or as published.

16.10 Codes for individual products can only be used to purchase the specific product stated while stocks last.

16.11 Promotional codes can be withdrawn at any time.

16.12 Tinware Direct has the right to change these Terms and Conditions at any time and without notice to the Buyer.

  1. Notice

Any notice to be given shall be in writing and shall be deemed to have been duly received by the party concerned at its address specified overleaf or such address as the party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.

If notice is sent by email, it shall deemed to have been received at the time of transmission, or, if this time falls outside of 9.00am to 5.00pm Monday to Friday excluding statutory/bank holidays (“Business Hours”), in the place of receipt, when Business Hours resume.

  1. Assignment

18.1 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights of obligations under the Contract.

18.2 The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract, without prior written consent of the Company.

  1. Intellectual Property & Confidentiality

19.1 All drawings, materials, equipment, software, inventions, specifications, instructions, plans, quotations, pricing or any form of intellectual property which are supplied by Seller to Buyer are to be treated as confidential information and shall remain the property of the Seller.

19.2 Buyer shall not reproduce, disseminate or copy any seller confidential information without the express written consent of seller.

  1. Disputes Resolution and Mediation

20.1 If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR.

  1. Proper Law and Jurisdiction

The contract shall be governed by and construed in accordance with the law of England and Wales.

  1. Waiver

The rights and remedies of the Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company in asserting or exercising any such rights or remedies.

  1. Headings

The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.

September 2001 (Revised 13th April 2022)

Tinware Direct Limited, Crow Hill Farm, Wilden, Bedford, Mk44 2QS, United Kingdom