terms & conditions
Please read these terms of service (“Terms”) carefully as they contain important information regarding your legal rights, remedies and obligations. These include various disclaimers, limitations of liability, and a dispute resolution clause that governs how disputes will be resolved.
On 18 December 2023, This Works was acquired by Inspirit Capital. The website at www.thisworks.com (this "Website") is owned and operated by This Works UK Holdings Limited. Information contained in this Website is for information purposes only. Access and use of this Website and its related services (the "Services") are provided to you on condition that you accept these Terms. By accessing or using this Website or the Services, you agree to these Terms. If you do not agree to these Terms, you may not access or use: (i) this Website; (ii) the This Works Materials (as defined below); or (iii) any of the Services.
These Terms, this Website, including the This Works Materials (as defined below), and the Services may be amended or otherwise changed from time to time without notice. For the avoidance of doubt, This Works reserves the right to: (i) revise, modify, supplement or delete any information, materials, services and/or resources contained on this Website; and (ii) make such changes without prior notification to past, current or prospective visitors. It is your responsibility to check for such changes periodically. If you do not agree with any change, you must stop using or accessing this Website. Your continued access or use of this Website or the Services after any such change is posted on this Website will constitute your acceptance of the change.
1. JURISDICTION
This Website is hosted on servers in Europe. Accordingly, your access and use of this Website shall be deemed to be provided in the United Kingdom and subject to UK law and the laws of the United Kingdom applicable therein. If you access this Website from outside of the United Kingdom, you do so at your own risk and are responsible for compliance with local, national or international laws, including, without limitation, securities laws and import and export laws. In particular, you understand that this Website, the Services or both may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Website and receive the Services in your jurisdiction.
If you are residing in a jurisdiction where it is forbidden by law to participate in the activities offered by or related to this Website (including the Services), you may not: (i) enter into these Terms; or (ii) access or use this Website or the Services. By accessing or using this Website you are explicitly stating that you have verified in your own jurisdiction that your access and use of this Website and the Services is allowed.
2. USE OF THIS WEBSITE
You may only access and use this Website for legitimate purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any criminal law, intellectual property law, privacy law or any other applicable law or regulation. You represent and warrant that you are at least the age of majority in your jurisdiction of residence and are legally capable of entering into a binding contract.
You may not interfere with the security of, or otherwise abuse, this Website, or any system resources, services or networks connected to or accessible through this Website. You may only access or use this Website for lawful purposes. You agree that you will not attempt to, nor permit any third party to, enter restricted areas of This Works’ computer systems or perform functions that you are not authorized to perform pursuant to these Terms.
While accessing or using this Website, you agree to comply with all applicable laws, rules and regulations.
You further agree not to:
• mirror or frame any part of this Website without This Works’ express prior written consent; or
• use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way reproduce or circumvent the navigational structure or presentation of this Website, without our express prior written consent.
We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity this Website or the Services. For example, This Works may, without notice, temporarily suspend your, or any other party's, access to this Website (including the Services) if we reasonably suspect that you, or any other parties, are obtaining unauthorized access to our systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods of time as This Works may reasonably determine is necessary to permit the thorough investigation of such suspended activity.
3.INTELLECTUAL PROPERTY
This Website (including This Works Materials and the presentation thereof) is the property of This Works and its licensors, and may be protected by intellectual property laws, including copyright law, trademark law, patent law and other laws of applicable jurisdictions.
Subject to these Terms, you are granted a limited license only to display and print the materials and information contained in this Website (collectively, the " This Works Materials") for your own personal, non-commercial use; provided that such materials and information are not modified and that copyright and other intellectual property notices are not altered or deleted. You may not create derivative works from or otherwise reproduce, modify, republish or disseminate the This Works Materials, or any element thereof, in any manner or form whatsoever. Unless you have entered into a separate agreement with This Works, any other use of the This Works Materials without This Works’ written permission is prohibited.
Any unauthorized use regarding publication, copying or modification of information in any of the This Works Materials, including trademarks, tradenames and design marks, or resell of any This Works Materials or products, may violate applicable legislation and may result in legal action.
4. CUSTOMER REGISTRATION
In order to access and use certain Services (e.g. ability to place an order for Products (as defined below)), you may need to sign up for and maintain an account with us (an “Account”). If you sign-up for an Account, you represent and warrant that you will: (a) provide true, accurate, current and complete information as prompted by any registration functions on this Website (such information being the "Registration Information"); and (b) maintain and promptly update the Registration Information to keep it true, accurate, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we shall have the right to suspend or terminate your Account and any or all privileges on this Website and to refuse any and all current or future use of this Website.
You are not permitted to allow anyone else to use your Account, nor are you permitted to use anyone else’s Account. You must keep your Account password confidential and you must not provide it to anyone else. You agree to immediately notify us if you suspect there has been unauthorized use of your Account or some breach of the security of your Account.
You are solely responsible for all activity that occurs using your Account. We will not be liable to you or to any third party for any use (whether authorized or unauthorized) of your Account.
You acknowledge and agree that we may access and/or disclose your Account and related information if required to do so by law or if we have a reasonable belief that such actions are reasonably required to: (i) comply with legal obligations imposed on us or any subpoenas, investigative demands, or court orders directed to us; (ii) enforce or fulfill these Terms; or (iii) protect the rights, property or safety of This Works, other users and/or the general public.
5. SALE OF PRODUCTS
From time to time, we may make certain products available for sale through this Website ("Products"). We reserve the right to refuse service to anyone, at any time, for any reason, subject to any applicable legislation.
Prices for the Products are subject to change, without notice. Unless otherwise indicated, prices displayed on this Website are quoted in British Pounds, American Dollar, and Euro, and do not include applicable taxes, duties or the cost of shipping.
At the time you place an order for Products, you will be required to provide payment details that you represent and warrant are both valid and correct and you confirm that you are the person referred to in the billing information provided. You must have been issued a valid credit/debit card by a bank acceptable to This Works, and who have authorized This Works to process a charge on their credit/debit card in the amount of the total purchase price for the Products.
Please note that all orders for Products are subject to acceptance and availability. As a result, we may not always be able to fulfill an order that you place with us. We may, in our sole discretion, limit or cancel the quantities offered on this Website or limit the sales of Product to any person, household, geographic region or jurisdiction, again subject to our regulatory obligations. Please note that items in your shopping basket are not reserved until payment is finalized and may be purchased by other customers.
While we try and ensure that all details, descriptions, storage status and prices which appear on this Website are accurate, we acknowledge that errors may occur. This Works reserves the right to correct such errors. In the event of an error, This Works is not obliged to provide such a Product even though you may have ordered the same. If payment has already been made for such a Product, This Works will refund you as soon as possible.
We reserve the right, in our sole discretion, to refuse orders, subject to our regulatory obligations. If we believe that you have made a false or fraudulent order, we will be entitled to cancel the order and inform the relevant authorities in addition to pursuing any other rights or remedies we have at law.
By participating in any purchase on thisworks.com, you agree to the terms of the offer on that given day. The promotional offer is only valid during this time period and not before or after and cannot be applied retrospectively and cannot be combined with any other offer.
SUBJECT TO SECTIONS 7 AND BELOW, ALL SALES ARE FINAL.
6. SHIPPING
Title to any Products purchased by you and risk of loss shall pass onto you upon delivery of the Products to a shipper/carrier. This Works cannot be held responsible for packages that are undeliverable or delivered to an incorrect address due to incorrect or incomplete address information entered (customer address input error).
7. RETURNS AND EXCHANGES
You may return any Product in its original condition for a full refund or exchange within 28 working days of delivery. Original condition means that there are no scratches or marks on the Product and the Products packaging has not been opened or damaged.
Please enclose the following details with your returned Products:
Your Name
Your Address
Order Number
Reason for return/exchange
For all countries other than the United States, please send your returned products to:
This Works C/O ILG
Unit 25, Gatwick International Distribution Centre
Cobham Way
CRAWLEY
RH10 9RX
8. ERRORS AND OMISSIONS
Although This Works believes the This Works Materials to be correct at the time they are posted, This Works: (i) does not warrant the accuracy, completeness or currency of same at all times; and (ii) cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the This Works Materials on this Website. Information contained in this Website does not constitute a solicitation or an offering of securities in any jurisdiction.
We have the right, but not the obligation, to correct any errors, inaccuracies or omissions and to change or update the This Works Materials at any time, without prior notice to you (including after an order has been placed by you).
9. PRIVACY
We are committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Privacy Policy to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who access or use this Website or the Services. Please see our www.thisworks.com for further details.
You acknowledge and agree that access to and use of this Website and the Services is primarily provided via the Internet and that your information, including personal information, may be transferred across national borders and stored or processed in any country in the world.
10. MOBILE TERMS OF SERVICE
We may communicate with you through SMS/text message pursuant to our Mobile Communication Terms of Service available here.
The This Works mobile message service (the "Service") is operated by This Works Products Limited (“This Works UK”, “we”, or “us”). Your consent to receipt of mobile messages through the Service constitutes your agreement to these terms and conditions (“Mobile Terms”). We may modify or cancel the Service or any of its features without notice. To the extent permitted by applicable law, we may also modify these Mobile Terms at any time and your continued use of the Service following the effective date of any such changes shall constitute your acceptance of such changes.
By consenting to the Service, you agree to receive recurring SMS/text messages from and on behalf of This Works through your wireless provider to the mobile number you provided. Text messages may be sent using an automatic telephone dialing system or other technology. Service-related messages may include updates, alerts, and information (e.g., order updates, account alerts, etc.). Promotional messages may include promotions, specials, and other marketing offers (e.g., cart reminders).
You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with This Works. Your participation in this program is completely voluntary.
We do not charge for the Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider related to SMS/text messages. Message frequency varies. Message and data rates may apply. Check your mobile plan and contact your wireless provider for details.
You may opt-out of the Service at any time. Reply by text with the single keyword command STOP to the This Works number sending the SMS/text message or click the unsubscribe link (where available) in any text message to cancel. You'll receive a one-time opt-out confirmation text message. No further messages will be sent to your mobile device, unless initiated by you. If you have subscribed to other This Works mobile message programs and wish to cancel, except where applicable law requires otherwise, you will need to opt out separately from those programs by following the instructions provided in their respective mobile terms.
For Service support or assistance, text HELP to This Works or email info@thisworks.com.
We may change any short code or telephone number we use to operate the Service at any time. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we will not be responsible for honouring requests made in such messages.
The Mobile Communication Terms of Service form part of these of these Terms and are hereby incorporated by reference.
11. COMMUNICATIONS THROUGH THIS WEBSITE
The Internet is not a fully secure medium and any communication may be lost, intercepted or altered. This Works is not liable for any damages related to communications to, or from, this Website or the Services.
12. YOUR COMMENTS
Feel free to e-mail or otherwise provide us with your comments, suggestions or feedback ("Comments"). Should you do so, you agree that: (i) This Works and its affiliates have no obligation to you or any one else concerning such Comments; (ii) such Comments are non-confidential; (iii) This Works and its affiliates may use, disclose, distribute or copy such Comments (including any ideas, concepts or know-how contained in such Comments) for any purpose and without restriction or obligation to you or to anyone else; and (iv) such Comments are truthful and do not violate the legal rights of others.
13. LINKS TO THIRD PARTY WEBSITES
Links from or to websites outside this Website are provided for convenience only. We do not review, endorse, approve or control, and are not responsible for any sites linked from or to this Website, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and we will not be responsible or liable for any damages in connection with linking. This Works shall not be a party to any transaction between you and any third party including any third party advertising on this Website, and we shall not be liable for any losses or damages arising out of such interaction with any third party. Without limiting the foregoing, any link to a third party press release, media coverage, stock exchange website or analyst coverage should not be taken as an endorsement by us of the views, analysis or projections contained in such materials.
14. DISCLAIMER
THE THIS WORKS MATERIALS ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE OR AN OPINION OF ANY KIND. YOU ARE ADVISED TO SEEK SPECIFIC LEGAL AND/OR MEDICAL ADVICE BY CONTACTING A PROFESSIONAL.
THIS WEBSITE, THE SERVICES, THE PRODUCTS AND THE THIS WORKS MATERIALS ARE PROVIDED ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF THE THIS WORKS MATERIALS, UNINTERRUPTED ACCESS, AND ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
WE DO NOT REPRESENT OR WARRANT THAT THIS WEBSITE, THE SERVICES, THE PRODUCTS AND THE THIS WORKS MATERIALS WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
15. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THIS WORKS OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SECURITY HOLDERS, PARTNERS OR AGENTS (COLLECTIVELY, THE “THIS WORKS PARTIES”) BE LIABLE TO YOU FOR ANY (A) INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (EVEN IF ANY OF THE THIS WORKS PARTIES IS MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES), OR (B) ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF OPPORTUNITY IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH (I) THESE TERMS, (II) THIS WEBSITE (INCLUDING ANY SITES LINKED FROM OR TO THIS WEBSITE), (III) THE THIS WORKS MATERIALS, (IV) THE SERVICES, (V) THE PRODUCTS, AND (VI) YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN EVERY EVENT, THE THIS WORKS PARTIES’ TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH (I) THESE TERMS, (II) THIS WEBSITE (INCLUDING ANY SITES LINKED FROM OR TO THIS WEBSITE), (III) THE THIS WORKS MATERIALS, (IV) THE SERVICES, (V) THE PRODUCTS, AND (VI) YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING SHALL BE LIMITED TO THE LESSER OF: (A) TWENTY POUNDS (£20); AND (B) THE AMOUNTS PAID BY YOU FOR ANY PRODUCTS PURCHASED BY YOU THROUGH THIS WEBSITE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FINAL EVENT GIVING RISE TO SUCH LIABILITY.
THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR THIS WORKS TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY THIS WORKS, THIS WORKS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIAL FEES.
Please note that certain jurisdictions do not allow limitation of liability or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions, or limitations, may not apply to you; and in any such case, our liability will be limited to the maximum extent permitted by law.
16. INDEMNIFICATION
IN CONSIDERATION FOR ACCESSING OR USING THIS WEBSITE, YOU AGREE TO DEFEND AND INDEMNIFY THE THIS WORKS PARTIES AGAINST ANY LOSSES, LIABILITIES, CLAIMS, DEMANDS, THREATS, ACTIONS, PROCEEDINGS, EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS) IN ANY WAY ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THIS WEBSITE, INCLUDING IN CONNECTION WITH ANY PRODUCTS OFFERED THROUGH THIS WEBSITE OR THE USE OF ANY INFORMATION CONTAINED IN OR OBTAINED THROUGH THIS WEBSITE, THE SERVICES, YOUR VIOLATION OF THE TERMS OR ANY APPLICABLE LAW OR REGULATION, OR THE POSTING OR TRANSMISSION OF ANY MATERIALS ON OR THROUGH THIS WEBSITE BY YOU, INCLUDING BUT NOT LIMITED TO, ANY THIRD PARTY CLAIM THAT ANY INFORMATION OR MATERIALS PROVIDED BY YOU INFRINGE UPON ANY THIRD PARTY PROPRIETARY RIGHTS.
17. TERM, TERMINATION AND SUSPENSION
As above, This Works may, at its sole discretion, at any time and from time to time, without notice, suspend your ability to use this Website and the Services and/or terminate these Terms or any of the licenses granted hereunder. Upon termination of these Terms, you shall immediately cease and desist from all use of this Website and the Services.
Sections 11, 12, 14, 15, 16, 19, 20 - 23 will survive any termination or expiry of these Terms.
18. ENTIRE AGREEMENT
These Terms and any documents expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of the Terms, and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing. Both you and we acknowledge that, in entering into these Terms, neither you nor we have relied on any representation, undertaking or promise given by the other or implied from anything said or written between you and us prior to such Terms, except as expressly stated in the Terms.
19. WAIVER
Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us is effective unless it is communicated to you in writing.
20. HEADINGS
Any headings and titles herein are for convenience only.
21. ASSIGNMENT
These Terms are not assignable, transferable or sub-licensable by you except with This Works’ prior written consent. We may assign, transfer or convey these Terms, or any of our rights hereunder to a third party without notice to you.
22. SEVERABILITY
If any provision or part thereof of these Terms is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
23. GOVERNING LAW
Any claims or disputes arising from, related to, or in connection with (i) these Terms, (ii) this Website, (iii) the This Works Materials, (iv) the Services, (v) the Products, and (vi) your access, use, or reliance of any of the foregoing (each a “Dispute”) will be resolved in accordance with the laws in England and Wales without regard to its conflict of law rules. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction to obtain injunctive or other emergency or similar relief.
Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against the This Works Parties relating to any Dispute and you also agree to opt out of any class proceedings against This Works.
24. KLARNA
In cooperation with Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden, we offer you the following payment options. Payment is to be made to Klarna:
• Pay in 3
• Pay Later
Further information and Klarna’s user terms you can find here. General information on Klarna can be found here. Your personal data is handled in accordance with applicable data protection law and in accordance with the information in Klarnas privacy statement.
25. TRADE Terms and Conditions
1. Interpretation
1.1 In these Conditions
"BUYER" means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller
"GOODS" means the goods and services (including any instalment of the goods and services or any parts for them) which the Seller is to supply in accordance with these Conditions as described on the relevant Order Form.
"SELLER" means This Works Products Ltd (a company incorporated in England and Wales with registered number 06959060) and having its Registered Office at c/o Mackrell, 60 ST. MARTIN'S LANE, COVENT GARDEN, LONDON ENGLAND WC2N 4JS
"CONDITIONS" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller including any Distribution Agreement between the Seller and the Buyer.
"CONTRACT" means the contract for the purchase and sale of the Goods.
“CONTROL” has the meaning given in section 1124 of the UK’s Corporation Tax Act 2010, and the expression “change of control” shall be construed accordingly.
"WRITING" includes email transmission and comparable means of communication.
"CONFIDENTIAL INFORMATION" means the terms of the Agreement and all data, information and material in any form and in any medium whatsoever that either party acquires concerning the other or the other's business in connection with the Agreement, except data, information and material which:-
a. are not confidential in nature;
b. have come into the public domain other than as a result of a breach of this Agreement;
c. have been evidently acquired from a third party without breach of this or any other obligation of confidentiality; or
d. the receiving party can demonstrate that it developed independently.
"ORDER FORM" has the definition given to it in clause 2.1.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller (either such quotation or order to be an "Order Form"), subject in either case to this Agreement, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Order Form is accepted or purported to be accepted via the sales order acknowledgement, or any such Order Form is made or purported to be made, by the Buyer, and which Agreement consists of the following documents (together the "Agreement"):
a. Any Distribution Agreement between the Buyer and the Seller;
b. these Standard Terms and Conditions of Sale;
c. any retailer guidelines or instructions distributed by Seller;
d. any other document attached to or referred to in the Agreement; and
e. the Order Form.
If there is a conflict between any of these, they will prevail over one another in the order listed above. Defined terms included in these Standard Terms and Conditions of Sale (if not defined herein) shall have the meaning given to them elsewhere in the Agreement.
2.2 The Goods are supplied solely for the purpose of direct-to-consumer retail sale by the Buyer and shall not be resold or distributed through any agent or reseller unless expressly agreed in advance and in Writing by Seller.
2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.4 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.7 The Seller shall not be obliged to repurchase or accept the return of any Goods supplied to the Buyer under this Agreement, regardless of whether the Buyer is able to sell such Goods.
2.8 The Buyer acknowledges and agrees that all Goods are sold on a firm sale basis only, and the Seller shall have no obligation to accept returns or provide refunds for any unsold Goods.
2.9 The Buyer shall be solely responsible for managing its inventory and any unsold Goods, and the Seller shall bear no liability for any losses or damages arising from the Buyer's inability to sell the Goods.
2.10 The Buyer will:
a. keep all stocks of the Goods which it holds in conditions appropriate for their storage, including as regards to the correct storage temperature and humidity and other shelf-life requirements, and provide appropriate security for the Goods, all at its own cost and in accordance with standards and procedures as may be specified by Seller from time to time;
b. handle the Goods in accordance with appropriate health and safety handling procedures
c. promptly notify Seller of and address and investigate any complaint or adverse claim about any Goods or their use of which Buyer becomes aware;
d. promptly notify Seller of and address and investigate any complaint or adverse claim about any Goods or their use of which Buyer becomes aware
e. inform the Seller immediately of any change in control of the Buyer, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Buyer's duties in this agreement; and
f. insure at its own cost with a reputable insurance company all stocks of the Goods as are held by it against all risks which would normally be insured against by a prudent businessman to at least their full replacement value and produce to the Buyer on demand full particulars of that insurance and the receipt for the then current premium.
2.11 The Buyer shall not appoint any sub-distributors or Resellers to sell the Products within the Territory or sell the Products to any other person who Buyer knows or has reason to believe is purchasing the Products for resale without the prior written consent of the Supplier. Any request for consent under clause 2.11 to the appointment of a sub-distributor or Reseller by the Buyer must be submitted to the Seller in writing, detailing the proposed sub-distributor or Reseller's qualifications, experience, and the specific terms of the proposed appointment. The Seller shall have the right to approve or reject any proposed sub-distributor or Reseller at its sole discretion.
3. Orders and specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order Form (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation or price list (if accepted by the Buyer) or the Buyer's Order Form (if accepted by the Seller).
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with any specification required by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Buyer's specification, which do not materially affect their quality or performance.
3.5 No Order Form which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller. Notwithstanding the above, the Buyer shall be entitled to cancel an Order Form if the Seller varies the price of the Goods in accordance with clause 4.2.,
3.6 The Seller warrants to the Buyer that on delivery the Goods will comply with any written specification or written description of the Goods given by the Seller to the Buyer.
3.7 The Seller shall not be under any obligation to continue the manufacture of all or any of the Goods and shall be entitled to make such alterations to the specifications of the Goods as it may see fit.
4. Price of the goods
4.1 The price of the Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller's published export price list in US dollars or Euros shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation , alteration of duties, significant increases in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an Ex Works basis. Where the Seller agrees in Writing to deliver the Goods otherwise than at the Seller's premises, the Buyer shall be liable to pay the Seller's charges for transport, packaging and insurance.
4.4 The price of the Goods is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5. Terms of payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay for their first order within seven days of placing the order and in any event in advance of the goods being released. once the payment has cleared the order will be released. Thereafter the Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days from the date of the Seller's invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the unpaid sum, such unpaid amount shall accrue interest from the due date until the date of actual payment at a rate of 5% per annum above the base lending rate of the Bank of England from time to time. Interest shall be calculated on a daily basis, compounding monthly and payable on demand. Each part of a month shall be treated as a full month for the purpose of the interest calculation.
5.3.4 The Buyer and the agree that the provisions of clause 5.3.3 constitute a substantial remedy for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998
6. Delivery
6.1 Subject to the Order being above a minimum order size as may be notified by the Seller to the Buyer, Seller may undertake to Deliver the Goods to the Buyer at Seller’s expense or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. The Seller shall notify the Buyer that the Goods are ready for collection.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7. Risk and property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 `Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of the sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. Liability
8.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, abnormal conditions of use, failure to follow the Seller's written instructions, misuse or alteration or repair of the Goods without the Seller's approval;
8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 10 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. Notwithstanding the above, the Seller’s liability shall not be limited where its negligence has caused death or personal injury, or where Buyer has suffered direct losses as a result of a product recall.
8.5 Except in respect of death or personal injury caused by negligence, neither party shall be liable to the other by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of either party, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.6 Subject to clause 8.9, the total liability of the Seller to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the greater of:
(a) twenty five thousand US Dollars (USD 25,000); or
(b) the total sums paid by the Buyer to the Seller under this Agreement and the Conditions and amounts accrued to be paid by the Buyer but not yet paid to the Seller in the twelve (12) months’ time period preceding the event giving rise to the claim.
8.7 For the avoidance of doubt, any amounts recovered under an indemnity provided by the Seller shall not count towards the cap on liability set out in clause 8.6.
8.8 The parties agree that the limitations of liability set out in this clause 8 are reasonable in light of all the circumstances.
8.9 Nothing in this Agreement or the Conditions limits any 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 section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
(d) any liability that legally cannot be limited.
9. Force Majeure
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
a. Act of God, explosion, flood, tempest ,fire or accident;
b. war or threat of war, sabotage, insurrection, terrorism, civil disturbance or requisition;
c. acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
d. import or export regulations or embargoes;
e. strikes, lock-outs or other Industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
f. difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or break down in machinery.
10. Term, Termination and Post-Termination
10.1 The Agreement will begin on the Commencement Date and subject to earlier termination will continue indefinitely until terminated by either party providing no less than six (6) months prior written notice to the other party.
10.2 Either party may terminate the Agreement on serving written notice on the other party if the other party has committed a material breach of the Agreement and (if the breach is capable of remedy) has failed to remedy it within 30 calendar days of receiving written notice specifying the breach and requiring it to be remedied.
10.3 The Seller may elect to terminate the Agreement by written notice to the Buyer in the event that the Buyer undergoes a change of control, other than in the context of a corporate reorganisation.
10.4 Termination of the Contract will automatically cancel any Order Form which is due for delivery after the effective date of termination, but will not affect any other rights or obligations which have arisen, but not been exercised or discharged, before the effective date of termination. For the avoidance of doubt, rights and obligations which will remain in force following termination will include those described in clauses 1, 2, 3.3, 3.5, 4, 5, 7, 8, 9, 10, 11, 12, 13 and 14 of these terms and conditions.
11. Insolvency of buyer
11.1 This clause 11 applies if:
11.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company)goes into liquidation (other than for then purposes of amalgamation or reconstruction); or
11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.1.3 the Buyer ceases to pay its debts as they fall due; or
11.1.4 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause 11 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall with immediate effect be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12. Export terms
12.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 12 shall (subject to any special terms agreed in Writing between the Buyer and Seller) apply notwithstanding any other provision of these Conditions.
12.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation, marketing and sale of the Goods into the country of destination and for the payment of any duties thereon.
12.3 The Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
12.4 Goods are quoted Ex Works in GBP. The Seller shall notify Buyer that the Goods are ready for collection.
12.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the goods would be apparent upon inspection and which is made after shipment, or in respect of any damage during transit.
12.6 Payment of all amounts due to the Seller shall be made by pro-forma BACS/telegraphic transfer of funds to Seller’s nominated account.
12.7 The Buyer shall pay for Goods for export in advance of the Goods being released unless otherwise agreed in Writing by Seller.
13. Confidentiality
13.1 Neither party shall acquire any right in or title to Confidential Information of the other or any licence in respect of it except as expressly stated in the Agreement. Each party will protect the other’s Confidential Information at least to the standard it would if the Confidential Information were its own confidential information and in particular each party will only disclose Confidential Information to its respective employees and professional advisers who have a need to know the same for the purposes of the Agreement
13.2 Each party shall protect the confidentiality of Confidential Information of the other and will not disclose it to any third party, nor copy or use it for any purpose other than for the proper performance of an obligation (or the proper exercise of a right) under the Agreement or to the extent that disclosure of Confidential Information is required by a court of law, tribunal, authority or regulatory body with the power and jurisdiction to require such disclosure.
14. General
14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.2 A notice is deemed to have been received at the time of delivery if delivered by hand or personally, and at the time of sending in the case of delivery by e-mail.
14.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
These Conditions and the Agreement shall in all respects be governed by and construed in accordance with English Law and the English Courts shall have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of or in connection with these Terms and Conditions and the Agreement.
26. CONTACT INFORMATION
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These Terms were last updated on January 09 2025