Terms and Conditions

1. ABOUT US

1.1 Company details. Whitecliffe Electrical Distribution Limited (company number 11889357) (we and us) is a company registered in England and Wales, and our registered office and main trading address is at 7, Connect 56 Business Hub, Manchester Road, Bury BL9 9NY. Our VAT number is GB318075017. We operate the website www.whitecliffe.co.uk.

1.2 Contacting us. To contact us telephone 0161 723 1451 or email sales@wced.co.uk to give us formal notice of any matter under the contract is set out in clause 16.2.

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3. PLACING AN ORDER AND ITS ACCEPTANCE

3.1 Placing your order. You place your order by emailing our sales team with the goods you want to buy. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

3.2 Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your
order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the contract between you and us will come into existence.

3.5 If we cannot accept your order. If we are unable to supply you with the goods for any reason, we will inform you of this by email and we will place the unavailable items on your order on “backorder” unless specifically directed not to do so by you. We will then send these goods to you as soon as they become available.

4. OUR GOODS

4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.

4.3 The packaging of your Goods may vary from that shown on images on our site.

 4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

5. RETURN AND CREDIT

5.1 You may cancel the contract and receive a credit note, providing we have not already dispatched the Goods and if you notify us as set out in clause 

5.2 However, this cancellation right does not apply in the case of any items that have been custom built to your own specifications and/or custom built.

5.3 To cancel the Contract, you must email us at sales@wced.co.uk. 
If you use this method and, provided we have not already dispatched the goods we will email you to confirm we have received your cancellation. Alternatively, you can telephone us on 0161 723 1451. If you are emailing us or writing to us please include details of your order, any order number and the Goods requested to help us to identify it. If you use this method, and provided we have not already dispatched the Goods we will email you to confirm we have received your cancellation.

5.4 If you have returned the Goods to us under this clause 5 because they are faulty or mis-described, we will replace or issue a credit note after the returned items have been thoroughly tested, and if no fault is found, the goods will be returned to you.

5.5 If Goods have been delivered to you before you decide to cancel the contract, then you must contact us to pre-authorise any return of Goods. Any returns are at our sole discretion. You must give us a reasonable opportunity to examine the Goods before issuing any credits or replacements. If we pre-authorise the return of the Goods, you must return the Goods to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. All returns will be subject to a compensating order of at least three times the value of the returned product. No returns will be accepted unless they have been pre-authorised and they are in a re-sellable condition, including their original packaging and pristine condition in which they were received otherwise, the goods will be returned to you at your cost. Please contact us at returns@wced.co.uk for further details on how to return your goods. Our returns policy can be provided upon request.

6. DELIVERY

6.1 Unless notified to you when we accept your Order, we strive to dispatch all orders on the same working day, ensuring prompt arrival of your items. Where possible, we will supply you with a tracking number so that you can keep updated on the progress of your delivery. We will only deliver to addresses in the UK as standard, however, for any customers outside of the UK, please contact us at sales@wced.co.uk prior to any order being made. We will not deliver unless we receive an authorised signature at the time of delivery.

6.2 There may be occasional delays due to Events Outside Our Control (see clause 15 for what happens) and due to unforeseen circumstances such as high order volumes, supply chain disruptions, or carrier issues. If delays occur due to unforeseen circumstances, we will notify you promptly via email to keep you informed. We appreciate your understanding and patience and remain committed to delivering your orders within a reasonable timeframe.

6.3 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order. 

6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. 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 goods.

6.5 If you fail to take delivery within 10 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods. We shall repay you the price you paid for the Goods after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price you paid for the Goods.

6.6 Deliveries must be checked at the time of receipt. Signature of delivery constitutes full and final acceptance of the goods, and any discrepancies must be noted before signing. Once delivery has been signed as accepted, the company shall have no liability for, and no discrepancies may be rectified in respect of the goods.

7. TITLE AND RISK

7.1 You own the Goods once we have received payment in full, including all applicable delivery charges.

7.2 The risk in the Goods shall pass to you on completion of delivery.

7.3 The title to the Goods shall not pass to you until we receive payment in full for the goods in which case title to the Goods shall pass at the time of payment.

7.4 Until title to the Goods has passed to you, you shall:

7.4.1 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
7.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.4.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.4.4 notify us immediately if you become subject to any of the events listed in clause 14.1; and
7.4.5 give us such information as you may reasonably require from time to time relating to the Goods; and/or your ongoing financial position.

8. INTERNATIONAL DELIVERY

8.1 In general, we do not deliver to addresses outside the UK. Should your delivery address be outside of the UK, please email us at sales@wced.co.uk prior to placing any order.

9. PRICE OF GOODS AND DELIVERY CHARGES
   9.1 The prices of the Goods will be as quoted on our price list and/or in our catalogue at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 9.5 for what happens if we discover an error in the price of Goods you ordered.
   9.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
   9.3 The price of Goods on our price list/catalogue excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
   9.4 The price of the Goods does not include delivery charges. Our delivery charges are advised to you when we email you to accept your Order (if applicable). To check relevant delivery charges, please refer to our Delivery Charges in our catalogue or on our price list.
   9.5 We sell a large number of goods via our catalogue/price list. It is always possible that, despite our reasonable efforts, some of the goods listed may be incorrectly priced. If we discover an error in the price of the goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the goods 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. If we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the goods and refund you any sums you have paid.
10. HOW TO PAY
    10.1 Accepted forms of payment are bank transfer or by using the electronic link that is included on all our invoices.
    10.2 We may, at our sole discretion, offer you credit facilities. These will be pre-agreed with you in writing and such facilities may be withdrawn at any time. Time for payment shall be of the essence of the Contract.
    10.3 If you fail to make a payment due to us under the Contract by the due date, then, without limiting any other remedies we may have, you shall pay interest on the overdue sum calculated in accordance with Interest Under The Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment of the overdue sum, whether before or after judgement.
11. MANUFACTURER’S GUARANTEE
    Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.
12. OUR WARRANTY FOR THE GOODS
    12.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
    12.2 We provide a warranty that on delivery and for a period of 24 months from delivery, the Goods shall:

12.2.1 subject to clause 4, conform in all material respects with their description; and
12.2.2 be free from material defects in design, material and workmanship; and
12.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
12.2.4 be fit for any purpose held out by us.

12.3 Subject to clause 12.4, if:

12.3.1 you give us notice in writing within a reasonable
time of discovery that some or all of the Goods
do not comply with the warranty set out in
clause 12.2;
12.3.2 we are given a reasonable opportunity of
examining the Goods; and
12.3.3 we ask you to do so, you return the Goods to us at your cost, we will, at our option, repair or replace the defective Goods, or issue a credit note for the defective Goods.

12.4 We will not be liable for breach of the warranty set out in clause 12.2 if:
12.4.1 you make any further use of the Goods after giving notice to us under clause 12.3;
12.4.2 the defect arises as a result of us following any drawing, design or specification supplied by you;
12.4.3 you alter or repair the Goods without our written consent;
12.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
12.4.5 the goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

12.5 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 12.2 to the extent set out in this clause 12.

12.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. 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. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
12.7 These Terms also apply to any repaired or replacement Goods supplied by us to you.

13. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    13.1 References to liability in this clause 13 include every kind of liability arising under or in connection with the contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2 Nothing in these Terms limits or excludes our liability for:

13.2.1 death or personal injury caused by our negligence;
13.2.2 fraud or fraudulent misrepresentation;
13.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
13.2.4 any other liability that cannot be limited or excluded by law.

13.3 Subject to clause 13.2, we will under no circumstances be liable to you for:

13.3.1 any loss of profits, sales, business, or revenue; or
13.3.2 loss or corruption of data, information or software; or
13.3.3 loss of business opportunity; or
13.3.4 loss of anticipated savings; or
13.3.5 loss of goodwill; or
13.3.6 any indirect or consequential loss.

13.4 Subject to clause 13.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the price you paid for the Goods.

14. TERMINATION
    14.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

14.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
14.1.2 you fail to pay any amount due under the Contract on the due date for payment;
14.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
14.1.4 your financial position deteriorates to such an extent that, in our reasonable opinion, your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

14.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
14.3 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.

15. EVENTS OUTSIDE OUR CONTROL
    15.1 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).
    15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

15.2.1 we will contact you as soon as reasonably possible to notify you; and
15.2.2 our obligations under the Contract 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 Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel, please contact us. If you opt to cancel, you will return (at your cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

16. COMMUNICATIONS BETWEEN US
    16.1 When we refer to “in writing” in these Terms, this includes email.
    16.2 Any notice given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first-class post or other next working day delivery service, or by email.

16.3 A notice is deemed to have been received:

16.3.1 if delivered by hand, at the time the notice is left at the proper address;
16.3.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
16.3.3 if sent by email, at 9.00 am the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. GENERAL
    17.1 Assignment and transfer. We may assign or transfer our rights and obligations under the contract to another entity, but will notify you in writing or by posting on our webpage if this happens. You may not assign or transfer your rights or your obligations under the Contract to another person.
    17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
    17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    17.5 Third-party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    17.6 Governing law and jurisdiction. The Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.