R.E.M. (UK) LIMITED – ECOMMERCE TERMS AND CONDITIONS

  1. OVERVIEW
    1. These are the eCommerce Terms and Conditions (the “Terms”) for R.E.M. (UK) Limited (“we”, “us”, “our”). They set out the basis on which we agree to supply our products (the “Products”) to our business customers via our website https://rem.co.uk (the “Website”). These Terms govern the contractual relationship between you and us when you purchase our Products via the Website. 
    2. These Terms contain important information regarding our Products and apply to all customers who purchase our Products in the course of a trade, business, craft or profession. Where you are an individual acting for the purposes that are wholly or mainly outside your trade, business, craft or profession, please note that you will be considered as a consumer (as defined in the Consumer Rights Act 2015) and separate terms will apply. Where you are a consumer, or you have any questions whether you are a business or consumer, please contact us (see clause 2 below). 
    3. We may amend these Terms (and any of our other policies) from time to time to reflect updates to our Products. Each time you wish to use our Website or purchase any Products from us, please check these Terms to ensure you understand the terms that apply at that time. 
  2. COMPANY INFORMATION AND CONTACT DETAILS
    1. We are R.E.M. (UK) Limited a company registered in England and Wales. Our company registration number is 03094826, our registered office is at Glenfield Mill, Glenfield Road, Nelson, Lancashire, BB9 8AW. Our registered VAT number is 634 1334 67.
    2. You can contact us by:
      1. email, at Rem-earth@rem.co.uk; 
      2. telephone, at 44 (0) 1282 619977; or
      3. by writing to us at Glenfield Mill, Glenfield Road, Nelson, Lancashire, BB9 8AW.
    3. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
    4. When we use the words “writing” or “written” in these Terms, this includes emails but not fax.
  3. YOUR PERSONAL INFORMATION

Where applicable, we will only use your personal information as set out in our Privacy Policy. You can find our Privacy Policy HERE

  1. PURCHASING PRODUCTS FROM US
    1. Where you wish to make an order to purchase the Products, you can do so by proceeding via the checkout method made available on the Website. To raise your order (hereafter, the “Order”) for the Products, you must select the Products that you wish to purchase, and where applicable select the required colour and proceed to complete the Order at the checkout page on our Website. The Order shall constitute an Offer to purchase the Products in accordance with these Terms and you shall be responsible for ensuring that its contents are complete and accurate.
    2. When you raise your Order, you’ll be directed to the payment gateway made available on our Website where you’ll be required to pay a 100% deposit (the “Deposit”) for the total price of the Products. 
    3. Following successful payment of the Deposit, we will decide whether to accept or reject the Order at our absolute discretion. The Order will be accepted by us when we issue our Order Confirmation to the email address that you have provided (“Order Confirmation”), at which point a contract shall come into existence between us. 
    4. The Order Confirmation will provide a summary of the Products subject that Order, delivery methods, dates and formalities. Please note that dates for delivery are approximate only and time for delivery is not of the essence. Within the Order Confirmation, we will also provide you with a unique Order number, which can be used when raising any queries with us.  
    5. If we are unable to accept your Order, we will inform you in writing following submission of your Order. Where an Order has been refused, and you have paid via credit or debit card, we will refund the Deposit (to your credit card or debit card that was used when raising the Order) that has been paid by you. Where payment has been made via Klarna or a third party payment provider, we will refund the Deposit once we have received it in full and cleared funds. 
    6. If you wish to make any amendments to any of the information which you provided within your Order at any time during the duration of these Terms, you must notify us immediately of this fact in writing (“Request”). At this stage, we will assess the contents of the Request and whether this affects our ability to provide the Products, the price or any other matter relating to the Terms. We will notify you (in our absolute discretion) in writing of our decision of whether to accept or reject your Request, and we reserve the right to charge additional costs as a result of the changes to be made. 
  2. PRICE AND PAYMENT
    1. Where an Order is raised through the Website, the price of the Products will be the price indicated on the checkout function of our Website save to the extent that it is adjusted in any way in accordance with these terms. 
    2. All amounts payable by you under these Terms are inclusive of amounts in respect of VAT from time to time. Where any VAT applies, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products at the same as payment is due on raising your Order.
    3. Details regarding acceptable payment methods is contained on the check-out function on our Website. We require that the Deposit for the Products is paid in advance on raising your Order, in full and clear funds.
    4. The price of the Products does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your Order. 
    5. We sell a large number of Products through our Website. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
      1. where the Products’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you; and
      2. if the Products’ correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your Order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the Order as cancelled and notify you in writing. However, if we mistakenly accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Products and refund you any sums you have paid.
  3. OUR PRODUCTS
    1. The images of the Products on our Website and/or any promotional material are for illustrative purposes only. Although we have made every effort to display the font and colours accurately, we cannot guarantee that a device’s display of the colours or the printed pictures in our promotional material accurately reflects the colour of the Products. Your Product may vary slightly from those images.
    2. Although we have attempted to make every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicted on our site have a [2]% tolerance.
    3. The packaging of the Products may vary from that shown on images on our Website and/or any promotional material. 
    4. We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement.
  4. DELIVERY, TRANSFER OF RISK AND TITLE
    1. We will contract you with an estimated delivery date, which will be set out within our Order Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 11 for our responsibilities when this happens. 
    2. In order for us to make readily available the Products, you are to notify us of any difficulties to be aware of in accessing the location specified in which we are to deliver the Products (hereafter the “Delivery Location”).  
    3. Delivery is complete once the Products have been unloaded at the address for delivery set out in your Order and the Products will be at your risk from that time.
    4. You own the Products once we have received payment in full, including of all applicable delivery charges.
    5. If we fail to deliver the Products, our liability is limited to the cost of obtaining replacement Products of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products.
    6. Where you have failed to take or accept delivery of the Products on the notified delivery date:
      1. delivery of the Products will be deemed to have taken place on 09:00am the day after the notified delivery date;
      2. we may, at your cost, arrange to redeliver the Products on an alternative delivery date; and
      3. we shall store the Goods until delivery takes place, and shall charge you for all related costs and expenses (including insurance). 
    7. If you fail to take delivery within 5 days after the day on which we notified you that the Products were ready for delivery, we may resell part of, or all the Products.
  5. INTELLECTUAL PROPERTY RIGHTS
    1. You agree that any and all patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (“Intellectual Property Rights”) in the Products remain our exclusive property (or where applicable, our licensors). 
    1. We hereby grant a non-exclusive, non-sublicensable, royalty-free, revocable licence to you to make use of the Intellectual Property Rights subsisting in the Products as set out in accordance with these Terms only. You may not copy, reproduce, upload, post, distribute or modify any Products in any way or use any of our Intellectual Property Rights in any way with obtaining a licence from us to do so.
  1. IF THERE IS A PROBLEM WITH THE PRODUCTS
    1. We warrant that on delivery, the Products shall:
      1. be free from material defects in design, material and workmanship; 
      2. be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
      3. be fit for any purpose held out by us.
    2. Subject to clause 9.3, if:
      1. you notify us within 72 hours from the date of delivery (“Inspection Period”) via the our online portal that some or all of the Products do not comply with the warranty set out in clause 9.2;
      2. we are given a reasonable opportunity of examining the Products; and
      3. we ask you to do so, you return the Products to us at your cost,

we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.

    1. We will not be liable for breach of the warranty set out in clause 9.2 if:
      1. you make any further use of the Products after giving notice to us under clause 9.3;
      2. the defect arises as a result of us following any drawing, design or specification supplied by you;
      3. you alter or repair the Products without our written consent;
      4. the defect arises because you failed to follow our instructions relating to the storage, commissioning, care, use and maintenance of the Products, or (if there are none) good trade practice regarding the same;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      6. the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    2. We will only be liable to you for the Products’ failure to comply with the warranty set out in clause 9.2 to the extent set out in this clause 9.
    3. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. 
    4. These Terms also apply to any repaired or replacement Products supplied by us to you.
  2. OUR RIGHTS TO END THE CONTRACT
    1. Without limiting our other right or remedies, we may terminate the contract with immediate effect by giving written notice to you if:
      1. 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 business days of being notified in writing to do so; or
      2. you repeatedly breach any of the terms of the contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to perform the contract; or
      3. the business takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 10.1.3; or
      4. the business suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      5. the business’s financial position deteriorates to such an extent that in our opinion the business’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy. 
    2. Without limiting our other rights or remedies, we 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. 
    3. Termination of the contract 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 this contract that existed at or before the date of termination.
    4. Any provision of the contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  1. EVENT OUTSIDE OUR CONTROL 
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Event Outside Our Control”).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
    3. You may cancel the contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
  2. RESPONSIBILITY FOR LOSS OR DAMAGE
    1. Nothing in these Terms shall limit or exclude our liability for:
      1. 3.1.1.death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. 3.1.2.fraud of fraudulent misrepresentation; or
      3. 3.1.3.any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. Subject to clause 12.1:
      1. 3.2.1.we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any:
    1. loss of profit;
    2. loss of goodwill;
    3. loss of business;
    4. loss of business opportunity;
    5. loss of anticipated saving;
    6. loss of corruption of data or information; or
    7. any indirect, special or consequential loss,

that arises under or in connection with the contract; and

12.2.2 our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price of the Products paid or payable by you to us under the contract.  actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements, and Losses shall be construed accordingly.

  1. WHICH LAWS APPLY IN THE EVENT OF A DISPUTE?

Please note that these Terms, their subject matter and their formation, are governed by English law. You and we both agree that the Courts of England and Wales will have exclusive jurisdiction. 

  1. OTHER IMPORTANT TERMS
    1. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
    2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. 
    3. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
    4. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    5. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.