- Terms & Conditions
Terms & Conditions
At Gadsby we aim to offer our customers a professional and hassle-free experience. By making an Order for our Goods you agree to be bound by the terms and conditions laid out below. Please read them carefully.
If you have any questions with regard to these terms and conditions please contact us by either email: [email protected] or phone: 01278 437123 (Monday–Friday, 09:00 to 17:00.)
PLEASE NOTE – We only sell our Goods to business customers. If you order any Goods from Gadsby you are entering into the Contract as a Trade/Business Customer.
These terms and conditions and all transactions relating to this website are governed by English law and are subject to the non–exclusive jurisdiction of the English courts. We do not accept amendments to these terms and conditions.
These terms and conditions cover the Gadsby website. Any orders placed by phone, email or fax will be subject to our Terms and Conditions of Sale.
Any other websites which are linked to from this site are governed by their own terms and conditions. We accept no responsibility or liability for the content or operation of websites, which are not under our control. We are required by law to tell you that sales can be concluded in English only and that no public filing requirements apply.
Gadsby own the copyright, trademarks and other intellectual property rights in all material and content on this website, which you may use, download, copy, publish, transmit or otherwise make available by any other means only for your own personal, non–commercial use. Any other use or reproduction of the material or content is strictly prohibited.
You may not create any link to this website without prior written consent, nor may you restrict or inhibit the use or enjoyment of it by anyone else.
While we will use reasonable endeavors to verify the accuracy of any information we place on the website, we make no warranties, whether express or implied in relation to its accuracy.
1.1 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.2 The Order constitutes an offer by you to purchase the Goods in accordance with these Conditions. You responsible for ensuring that the terms of the Order and any applicable Specification for Customised Goods submitted by you are complete and accurate.
1.3 Unless you have an approved account with credit terms agreed by Gadsby, Gadsby must receive payment for the Goods on submission of your Order. Once payment has been received Gadsby will confirm that your Order has been received by sending an email to you to the email address you provided when making your Order. This acknowledgement email will include your company name, the order number and the total price payable for the Goods.
1.4 The Order shall only be deemed to be accepted when Gadsby issues the acknowledgement email, at which point the Contract shall come into existence.
1.5 You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in your documents that are inconsistent with these Conditions.
1.6 Any samples, drawings, descriptive matter or advertising produced by Gadsby and any descriptions or illustrations contained on the Website or in Gadsby's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. Although Gadsby have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Goods. Your Goods’ may vary slightly from those images. Although we have made every effort to be as accurate as possible, because some of our Goods are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our Website or in our catalogue are approximate although we do try to ensure they are as accurate as possible. Some Goods are natural products using traditional techniques and therefore may vary in colour and size.
1.7 A quotation for the Goods given by Gadsby shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
1.8 Gadsby is entitled to withdraw from the Contract in the case of obvious errors or inaccuracies regarding the Goods appearing on our Website. If an error or inaccuracy is discovered with regards to the price of the Goods that you have ordered, Gadsby will contact you as soon as possible by e-mail. This will be to inform you of the correct price of the Goods, and to ask you if you wish to continue with the Order at the amended price, or to cancel the Order.
1.9 If Gadsby has insufficient stock to deliver the Goods ordered by you, Gadsby will notify you as soon as possible and any sum paid by you for the Goods will be refunded to you. Gadsby will notify you by email at the address given when you made your Order. The refund will be made as soon as possible and in any event within 30 days of the date of your Order. This will be your sole remedy and Gadsby will not be obliged to offer any additional compensation.
2.1 The Goods are described on the Website or in Gadsby's catalogue.
2.2 To the extent that the Order is for Customised Goods that are to be manufactured in accordance with a Specification supplied by you, you shall indemnify Gadsby against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Gadsby in connection with any claim made against Gadsby for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Gadsby's use of the Specification. This clause 2.2 shall survive termination of the Contract.
2.3 Gadsby reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
2.4 You acknowledge that the intellectual property rights in the Goods and any Customised Goods will be the property of Gadsby or its licensors.
2.5 Gadsby reserves the right to us images of any Customised Goods in any advertising or promotional materials.
3.1 Gadsby shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).
3.2 Gadsby shall deliver the Goods to the location set out in the Order.
3.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Gadsby shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or your failure to provide Gadsby with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.1 Gadsby carefully check the Goods before they dispatch them to you. In the unlikely event that you receive an item that is damaged or faulty Gadsby will work with you to ensure this is resolved as quickly as possible. You must check the Goods as soon as they arrive and follow the guidance below.
5.1 If you Order is incomplete please inform us within 2 days of the date of delivery and Gadsby will investigate with the applicable courier. To report a missing or incomplete Order please call us on 01278 437123 or email us at [email protected].
6.1 If any of the Goods are damaged or faulty on arrival then please notify the courier on delivery in writing if possible and advise Gadsby within 2 days of receiving your Order so that we can investigate with the courier. Please send us a photo of the item(s) to [email protected] along with your order number and a description of the damage. Once Gadsby has received your email one of the team will be in touch to discuss how we can best resolve the problem for you. If necessary, we will also conduct a quality check in our warehouse or liaise with the courier regarding any items damaged in transit.
6.2 Gadsby shall not however be liable for any damaged or faulty Goods' as a result of any of the following events:
(a) the defect arises because you failed to follow Gadsby's oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(b) the defect arises as a result of Gadsby following any drawing, design or Specification supplied by you;
(c) you alter or repair such Goods without the written consent of Gadsby;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;
or if you fail to notify Gadsby of the issues in the applicable timescales set out above.
6.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.4 These Conditions shall apply to any repaired or replacement Goods supplied by Gadsby.
7.1 If you have ordered the Goods in error, or you have changed your mind, then Gadsby are happy for you to return the Goods providing they are unused and in their original packaging. Please note that this right does not apply to Customised Goods.
7.2 Please notify us within 7 days of receiving the Goods by emailing [email protected] with details of your Order number and the Goods being returned. You will need to organise and cover the cost of sending back the Goods to Gadsby and providing the Goods are received back in a fully saleable condition Gadsby will refund the price paid for the Goods less a 20% restocking fee. We will be unable to offer a return of unwanted Goods or Goods ordered in error if you have not notified us within 7 days of receiving the Goods.
8.1 If you would like to exchange any of the Goods please let Gadsby know within 7 days of receiving the Goods by emailing [email protected] with your order number and your request. One of the team will contact you to discuss your request and any restocking fees that may apply. You will need to organise and cover the cost of sending the Goods back to Gadsby. Your new Order will be dealt with and delivered separately. The right to exchange does not apply to any Customised Goods. We will be unable to offer an exchange if you have not notified us within 7 days of receiving the Goods.
9.1 Restocking fees are charged as a contribution toward handling costs and the costs associated with returned Goods needing to be retreated in our heat treatment facility to prevent potential contamination of our storage facilities. This is particularly important as the majority of our Goods are used in food-based environments.
10.1 Please mark your package clearly with your Order number and your company’s name and return to Gadsby at the address below. If you forget to mark your returns with the correct information this may mean a delay in a refund or exchange. Goods will only be refunded or exchanged if returned in a saleable condition.
W Gadsby & Son Ltd, Huntworth Business Park, Bridgwater, Somerset, TA6 6TS
10.2 As a wholesaler, we only sell business-to-business.
11.1 The risk in the Goods shall pass to you on completion of delivery.
11.2 Title to the Goods shall not pass to you until the earlier of:
(a) Gadsby receives payment in full (in cash or cleared funds) for the Goods; and
(b) you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 11.4.
11.3 Until title to the Goods has passed to you, you shall:
(a) store the Goods separately from all other goods held by you so that they remain readily identifiable as Gadsby's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify Gadsby immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d); and
(e) give Gadsby such information relating to the Goods as Gadsby may require from time to time.
11.4 Subject to clause 11.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before Gadsby receives payment for the Goods. However, if you resell the Goods before that time:
(a) it does so as principal and not as Gadsby’s agent; and
(b) title to the Goods shall pass from Gadsby to you immediately before the time at which resale by you occurs.
11.5 If before title to the Goods passes to you, you become subject to any of the events listed in clause 14.1(b) to clause 14.1(d), then, without limiting any other right or remedy Gadsby may have:
(a) your right to resell the Goods or use them in the ordinary course of your business ceases immediately; and
(b) Gadsby may at any time:
(i) require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if you fail to do so promptly, enter any premises of yours or of any third party where the Goods are stored in order to recover them.
12.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Gadsby's published price list in force as at the date of delivery. All product prices and delivery charges are shown in UK pounds sterling. Your payment card company will perform any currency conversion.
12.2 The price of the Goods excludes amounts in respect of value added tax (VAT), which you shall additionally be liable to pay to Gadsby at the prevailing rate, subject to the receipt of a valid VAT invoice.
12.3 The price of the Goods includes free express shipping for orders over £175 excluding VAT but only to a Mainland UK Address. For certain postcodes a surcharge may still apply.
12.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13.1 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987.
13.3 Subject to clause 13.2, Gadsby's total liability to you shall not exceed 100% of the price paid by you to Gadsby for the Goods subject to the claim.
13.4 Subject to clause 13.2, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
13.5 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies, Gadsby may terminate this Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
(b) you take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) you suspend, threaten to suspend, cease or threatens to cease to carry on all or a substantial part of its business; or
(d) your financial position deteriorates to such an extent that in Gadsby's opinion your capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.2 Without limiting its other rights or remedies, Gadsby may suspend provision of the Goods under the Contract or any other contract between you and Gadsby if you become subject to any of the events listed in clause 14.1(b) to clause 14.1(d), or Gadsby reasonably believes that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
14.3 Without limiting its other rights or remedies, Gadsby may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
14.4 On termination of the Contract for any reason you shall immediately pay to Gadsby all of Gadsby's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Gadsby shall submit an invoice, which shall be payable by you immediately on receipt.
14.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
14.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
15.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 5 days' written notice to the affected party.
16.1 Assignment and other dealings.
(a) Gadsby 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 or obligations under the Contract.
(b) You 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 the prior written consent of Gadsby.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 16.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
16.3 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
16.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this clause 16.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the address for you as communicated by you when submitting your Order and to [email protected] for Gadsby.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 16.7(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.8 Third party rights.
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
16.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
16.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
Business Day: a day other than a Saturday, Sunday or public holiday in England, 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 16.4.
Contract: the contract between Gadsby and you for the sale and purchase of the Goods in accordance with these Conditions.
Customised Goods: any Goods which are subject to a specification agreed between you and Gadsby which are produced or acquired specifically for you.
Delivery Address: has the meaning given in clause 3.2.
Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
Goods: the goods (or any part of them) set out in the Order.
Order: your order for the Goods via the Website, fax, email or telephone.
Specification: any specification for the Goods as may be agreed in writing by you and Gadsby for Customised Goods.