Terms and Conditions

Please read all of these Terms and Conditions.

As we can accept your Order and make a legally enforceable agreement without further reference to you, you must read these Terms and Conditions to make sure that they contain all that you want and nothing that you are not happy with.  If you are not sure about anything, just phone us on 0203 955 9660.

Application

  1. These Terms and Conditions will apply to the purchase of the Goods by you (the Customer or you). We are Circle Stock Ltd a company registered in England and Wales under number 13404153 whose registered office is at Unit D4 Segensworth Business Centre, Fareham, Hampshire, PO15 5RQ, with email address info@circlestock.com; telephone number 0203 955 9660; (the Supplier or us or we).
  2. These are the terms on which we sell all Goods to you. By ordering any of the Goods, you agree to be bound by these Terms and Conditions.  You can only purchase the Goods from the Website if you are eligible to enter into a Contract and are at least 18 years old.

Interpretation

  1. Customer means an individual acting for purposes which are wholly or mainly outside their trade, business, craft, or profession.
  2. Contract means the legally binding agreement between you and us for the supply of the Goods.
  3. Delivery Location means the Supplier’s premises or other location where the Goods are to be supplied, as set out in the Order.
  4. Durable Medium means paper, email, or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information in a way accessible for future reference for a period that is long enough for the information, and allows the unchanged reproduction of the information stored.
  5. Goods means the Goods advertised on the Website that we supply to you with the number and description as set out in the Order.
  6. Order means the Customer’s Order for the Goods from the Supplier as submitted following the step-by-step process set out on the Website.
  7. Privacy Policy means the terms which set out how we will deal with confidential and personal information received from you via the Website.
  8. Website means our website www.circlestock.com on which the Goods are advertised.

Goods

  1. The description of the Goods is as set out on the Website, catalogues, brochures, or other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in the size and colour of the Goods supplied.
  2. Where any Goods have been made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.
  3. All Goods that appear on the Website are subject to availability.
  4. We can make changes to the Goods which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.
  5. Details of the Goods as described in this clause and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.

Personal Information and Registration

  1. When registering to use the Website you must set up a username and password. You remain responsible for all actions taken under the chosen username and password and undertake not to disclose your username and password to anyone else and keep them secret.
  2. We retain and use all information strictly under the Privacy Policy.
  3. We may contact you by using e-mail or other electronic communication methods and by pre-paid post and you expressly agree to this.

Basis of Sale

  1. The description of the Goods on our website does not constitute a contractual offer to sell the Goods. When an Order has been submitted on the Website, we can reject it for any reason, although we will try to tell you the reason without delay.
  2. The Order process is set out on the Website. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.
  3. A Contract will be formed for the sale of Goods ordered only when you receive an email from us confirming the Order (Order Confirmation). You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order, you agree to us giving you confirmation of the Contract by means of an email with all information in it (i.e. the Order Confirmation). You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event not later than the delivery of any Goods supplied under the Contract.
  4. The quotation (including any non-standard price negotiation in accordance with the clause on Price is valid for a period of 14 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
  5. No variation of the Contract, whether about description of the Goods, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier in writing.
  6. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Customer. If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate for you and which might, in some respects, be better for you, e.g. by giving you rights as a business.

Price

  1. The Price of the Goods set out on the website are exclusive of VAT, other taxes or levies imposed or charged by any competent authority, packaging charges and transportation/delivery charges. Such additional charges will be applied (where applicable) and clearly indicated at the checkout stage prior to a final invoice value being stated.
  2. The Price of Goods ordered directly from Circle Stock will be clearly indicated on the Customer invoice detailing additional charges of VAT (where applicable), other taxes or levies imposed or charged by any competent authority packaging and transportation/ delivery charges.
  3. If the cost of the Goods to us increase due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
  4. Any increase in the Price under the clause above will only take place after we have told you about it.
  5. You may be entitled to discounts. Any and all discounts will be at our discretion.

Payment

  1. We will invoice you for the Price either:
    1. Before, on or at any time after delivery of the Goods; or
    2. Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection, or we have tried to deliver them.
  2. Online orders must be paid immediately by submitting your credit or debit card details with your Order. Goods will only be dispatched for delivery upon successful receipt of payment.
  3. Direct Orders must be paid in accordance with any credit terms agreed between us.
  4. You must make payment even if delivery has not taken place and/or if the title in the Goods has not passed to you.
  5. Where an agreement has been put in place that Goods from an Order can be split and delivered separately, each instalment will form a separate Contract and will be invoiced and paid for separately as per the agreed terms and conditions.
  6. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at a rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
  7. All payments must be made in GBP, EURO or USD unless otherwise agreed in writing between us.
  8. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in Order to justify withholding payment of any such amount in whole or in part.

Shipping and Liability for Damaged Goods

  1. When the goods are shipped using the Supplier shipping account, the Supplier assumes all liability for any damage that occurs during transit.
  2. In the event that the Goods arrive damaged, the Customer must notify the Supplier within 14 days of receipt. The Supplier will be responsible for arranging the return, replacement, or repair of the damaged Goods at no additional cost to the Customer.
  3. The Customer is advised to inspect the Goods upon arrival and report any damage immediately. Failure to notify the Supplier within the specified time frame may result in the waiver of the Customer right to claim for damages.
  4. Alternatively, when the Goods are shipped using the Customer shipping account, the Customer assumes all liability for any damage that occurs during transit.
  5. In the event that the Goods arrive damaged, the Customer must handle all claims with the carrier directly/ The Supplier will not be liable for any damages once the Goods have been handed over to the carrier specified by the Customer.
  6. The risk of loss or damage to the Goods passes to the Customer once the Goods are handed over to the carrier.
  7. The Supplier will ensure that the Goods are properly packaged and labelled in accordance with industry standards to minimise the risk of damage during transit.
  8. The shipper must arrange and pay for insurance. The responsibility for arranging and paying for such insurance is determined by which party’s account is used for shipping unless otherwise agreed in writing.
  9. The Supplier will provide all necessary documentation to facilitate the shipping process and any potential claims for damages.

Delivery

  1. We will arrange for the delivery of the Goods to the address specified in the quotation or your Order or to another location we agree in writing.
  2. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
  3. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8am to 8pm.
  4. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights.
    1. Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including but not limited to, transportation, storage, and insurance; and/or
    2. Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. After 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
  5. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
  6. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
  7. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.

Returns

  1. You must inspect the Goods on delivery or collection.
  2. If you identify any damages or shortages, you must inform us in writing within 14 days of delivery, providing details and supporting pictures of damage.
  3. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
  4. Subject to your compliance with this clause and/or our agreement, we will arrange collection of the Goods and will, as appropriate, repair, replace, or refund the Goods or part of them.
  5. Where Goods are required to be returned due to damage upon receipt or incorrect Goods being delivered, we, as the Supplier, will bear the cost of collection and returning such Goods.
  6. We will be under no liability or further obligation in relation to the Goods if:
    1. You fail to provide notice as set above; and/or
    2. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. The defect has arisen as a result of failure to adhere to our oral or written instructions regarding the storage, commissioning, installation, use or maintenance of the Goods; and/or
    4. The defect arises from normal wear and tear of the Goods; and/or
    5. The defect arises from misuse or alterations of the Goods, negligence, wilful damage or any other act by you, your employees, or agents or any third parties.
  7. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 14 days after delivery.

Risk and Title

  1. Risk of damage to, or loss of, any Goods will pass to you when the Goods are delivered to you.
  2. You do not own the Goods until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, by notice to cancel any delivery and end any right to use the Goods still owned by you, in which case you must return them or allow us to collect them.

Cancellation

Right to Cancel

  1. For the purposes of these Cancellation Rights, these words have the following meanings:
    1. distance contract means a Contract concluded between a Supplier and a Customer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the Supplier and the Customer, with the exclusive use of one or more means of distance communication up to and including the time at which the Contract is concluded.
    2. sales contract means a Contract under which a Supplier transfers or agrees to transfer the ownership of Goods to a Customer and the Customer pays or agrees to pay the price, including any Contract that has both Goods and services as its object.
  2. This is a distance Contract (as defined below) which has the Cancellation Rights (Cancellation Rights) set out below. These Cancellation Rights, however, do not apply, to a Contract for the following Goods (with no others) in the following circumstances:
    1. Goods that are made to your specifications or are clearly personalised.
    2. Goods which are liable to deteriorate or expire rapidly.
    3. in the case of any sales Contract, if the Goods become mixed inseparably (according to their nature) with other items after delivery.
  3. Provided that the Cancellation Rights are not invalidated by the clause above, you can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.
  4. You can cancel the Contract within 7 days of entering into it, except for Goods made to your special requirements. After this period, your rights to cancel expire.
  5. To cancel, inform us in writing via letter or email within 7 days from the Contract start date. Exceptional circumstances may be discussed with the Supplier.

Returning Goods

  1. If you have received Goods in connection with the Contract which you have cancelled, you must send back the Goods or hand them over to us at Unit D4 Segenworth Business Centre, Fareham, Hampshire, PO15 5RQ, without delay and in any event not later than 7 days from the day on which you communicate to us your cancellation of the Contract.
  2. You agree that you will have to bear the cost of returning the Goods if the return is a direct result of your choice to cancel the Contract.

Deduction for Goods Supplied

  1. Where a loss in value of Goods initially supplied and subsequently returned has occurred as a result of unnecessary handling by you (i.e. handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods: e.g. it goes beyond the sort of handling that might be reasonably allowed in a shop) a deduction from the reimbursement will be made. This is because you are liable for that loss and, if that deduction is not made, you must pay us the amount of that loss.

Timing of Reimbursement

  1. Upon receipt of return of Goods, we endeavour to refund to you, without delay, the price for those Goods which have been paid for, excluding any separate delivery charges that were incurred by us. This does not affect your rights when the reason for the cancellation is any defective Goods.
  2. If we have not offered to collect the Goods, we will make the reimbursement without undue delay, and not later than 14 days after the day we receive back from you any Goods supplied.
  3. If we have offered to collect the Goods or if no Goods were supplied, we will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Contract.
  4. We will make the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.

Conformity

  1. We have a legal duty to supply the Goods in conformity with the Contract and will not have conformed if it does not meet the following obligation.
  2. Upon delivery, the Goods will:
    1. be of satisfactory quality.
    2. be reasonably fit for any particular purpose for which you buy the Goods which, before the Contract is made, you made known to us (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for any purpose held out by us or set out in the Contract; and
    3. conform to their description.
  3. It is not a failure to conform if the failure has its origin in your materials.

Circumstances Beyond the Control of Either Party

  1. In the event of any failure by a party because of something beyond its reasonable control:
    1. the party will advise the other party as soon as reasonably practicable; and
    2. the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Customer’s above rights relating to delivery and any right to cancel, below.

Privacy

  1. Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
  2. These Terms and Conditions should be read alongside, and are in addition to our policies, including our Privacy Policy (link to website page) and Cookies Policy (link to website page).
  3. For the purposes of these Terms and Conditions:
    1. ‘Data Protection Laws’ means any applicable law relating to the processing of Personal Data, including, but not limited to the GDPR.
    2. ‘GDPR’ means the UK General Data Protection Regulation.
    3. ‘Data Controller’, ‘Personal Data’ and ‘Processing’ shall have the same meaning as in the GDPR.
  4. We are a Data Controller of the Personal Data we Process in providing Goods to you.
  5. Where you supply Personal Data to us so we can provide Goods to you, and we Process that Personal Data in the course of providing the Goods to you, we will comply with our obligations imposed by the Data Protection Laws:
    1. before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected.
    2. we will only Process Personal Data for the purposes identified.
    3. we will respect your rights in relation to your Personal Data; and
    4. we will implement technical and organisational measures to ensure your Personal Data is secure.
  6. For any enquiries or complaints regarding data privacy, you can e-mail: info@circlestock.com

Limitation of liability

  1. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
  2. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    1. Any indirect, special, or consequential loss, damage, costs, or expenses; and/or
    2. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; and/or
    3. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. Any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

Excluding Liability

  1. The Supplier does not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of the Supplier’s other legal obligations. Subject to this, the Supplier is not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (e.g. loss of profit) to the Customer’s business, trade, craft or profession which would not be suffered by a Customer – because the Supplier believes the Customer is not buying the Goods wholly or mainly for its business, trade, craft or profession.

Communications

  1. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duty-authorised officer of that party).
  2. Notices will be deemed to have been duly given:
    1. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient.
    2. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated.
    3. On the fifth business day following mailing, if mailed by national ordinary mail; or
    4. On the tenth business day following mailing, if mailed by airmail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No Waiver

  1. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

Severance

  1. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

  1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of English and Welsh courts.