Terms & Conditions for the supply of goods

These terms and conditions (“Terms”) govern: (i) any Orders for Products placed by a customer (“you”); and (ii) your relationship with OVAL TUBES (UK) LIMITED, a limited company incorporated in England (company number 04194653) with its registered address at Unit A4 Abbey Farm Commercial Park Southwell Road, Horsham St. Faith, Norwich, NR10 3JU, England (“Oval Tubes”, “we” or “us”).

Please read these conditions carefully before placing an Order with Oval Tubes. By placing an Order with Oval Tubes, you signify your agreement to be bound by these Terms.

Definitions and Interpretation
1. The definitions and rules of interpretation in this clause apply in these Terms & Conditions for the Supply of Goods (“Terms”):
  ORDER: means an order for Products placed by you;
  PRODUCTS: means the elliptical and oval steel tubes and related products that are available for purchase from Oval Tubes from time to time. The Product list is generally available on the Website;
  SUPPLIER: means a manufacturer, distributor or supplier of a Product to us (where this is not Oval Tubes); and
  WEBSITE: means www.ovaltubes.co.uk.
2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
4. The terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
5. A reference to ‘writing’ or ‘written’ includes faxes and email unless stated otherwise.
6. Clause headings in these Terms are for reference purposes only.
Orders
1. All quotations are valid for a period of seven days and are subject to materials remaining available at the time the Order is placed.
2. We try very hard to ensure that the Products featured on the Website are in stock and/or can be delivered to you within the time frame stated. However, some items may be temporarily out of stock. If this is the case you will be informed of any expected delay and you will be given the opportunity to wait for the Products ordered to arrive, to cancel the Order or to order the nearest possible alternative.
3. Any Orders placed by you will be treated as an offer to purchase the Products from us and we have the right to reject such offers at any time.
4. When you place an Order to purchase a Product from Oval Tubes, we will send you:
  1. for account customers, an email with an order confirmation; or
  2. for all other customers, an email with a proforma / order confirmation for the Products.
5. Upon Oval Tubes sending you the applicable email in clause 2.4, it is acknowledged and agreed that, due to the fact that the Products are made to your requirements, you will not be able to cancel the Order for any reason unless you have obtained our prior written consent (which may be subject to conditions e.g. re-stocking fees being deducted from a refund).
6. Once the Products are ready for dispatch, (after payment is received) we will dispatch the Product(s) to you and send an e-mail confirming to you that we’ve completed the Order(s) (the “Order Completion Confirmation”).
7. Where Products become available for delivery at different times, we reserve the right to deliver them in stages and will email you to confirm the part-delivery of certain Products. If your Order is dispatched in more than one package, you may receive a separate Order Completion Confirmation for each package, and each Order Completion Confirmation and corresponding dispatch will conclude a separate contract of sale between you and us for the Product(s) specified in that Order Completion Confirmation.
8. If you are not placing an Order as a consumer, you confirm that you have authority to bind any business on whose behalf you place an Order for.
Delivery, Title and Risk
1. We will state the applicable delivery charges in our quotations and invoices. Oval Tubes will only normally arrange delivery of the Products within the UK.
2. Unless otherwise agreed with you in writing, all EU Orders for Products are quoted on an Ex Works basis (INCOTERMS 2010). Any shipping and transportation must be arranged by you. Our quotation and the fees charges exclude any shipping and transportation, import duty, customers documentation or examinations and transit insurance.
3. Please note that delivery estimates are not guaranteed delivery times and should not be relied upon as such.
4. You will assume all risk and responsibility for the Products once they are complete and have been made available to you for collection (where Ex Works applies) or (where delivery has been arranged by us) once the Products have been delivered to the delivery address which you specified in your order. In the event that we assist with the loading of the Products onto your courier’s delivery vehicle, we accept no liability or loss for any issues that arise and such assistance is provided at your sole risk.
5. We accept no liability where you provide an incorrect delivery address or where you fail to collect the Products. Risk in the Products will only transfer back to Oval Tubes upon it’s (or its agents’) physical receipt of the Products in the event that they are eligible to be returned in accordance with these Terms.
6. Title to any Products you order shall pass to you on delivery of the Products provided that we have processed and received payment in full for those Products. Until such time as the property in the Products passes to you, Oval Tubes shall be entitled at any time to require you to ‘deliver-up’ the Products to Oval Tubes and if you fail to do so, Oval Tubes may enter your premises or any third party premises where the Products are stored and repossess the Products. You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of Oval Tubes.
Price and Payment
1. All prices provided to you by us are exclusive of VAT at the current rates and are correct at the time that they are provided.
2. All transactions will be processed in pounds sterling (GBP).
3. We reserve the right to change prices at any time without notice to you (save that any changes will not affect Orders in respect of which we have sent you an Order Completion Confirmation) in the event that the raw materials for the Products increases.
Product Information and Warranties
1. When available to us, we will supply, upon your request, certificates of conformity and/or manufactures mill certificates that relate to the original pre-formed material used by us in the re-profiling of round tube base materials.
2. Oval Tubes does not warrant that the Products will be fit for any particular purpose.
3. Oval Tubes shall be under no liability in respect of any defects arising from fair wear and tear, your negligence, abnormal working conditions, misuse or alteration, or repair of the Products.
Returns
1. It is important that you check your Order upon receipt of the Products and always before use of the Products. If any errors occur or issues arise then these need to be reported to us immediately so that we can investigate. For the avoidance of doubt, if you have not notified us of any alleged defect, shortage in quantity damage or failure to comply with our quotation and it’s additional notes and information or sample within 72 hours of delivery of the Products, the Products shall be conclusively presumed to be in accordance with these Terms and free from any defect or damage which would be apparent on a reasonable examination of the Products and you shall be deemed to have accepted those Products.
2. What should I do if I receive an incorrect item? We have high standards when it comes to packaging your Order, however mistakes do occur from time to time. Please accept our apologies if you have received an incorrect item. We will review each case individually when considering the return of the Product; in some cases we may require further information such as pictures so we can choose the best course of action. Our aim is to provide the best solution for you as quickly as possible.
3. What should I do if my item is damaged? Although we rely on our external couriers to take care to prevent any damage to your Products during transit it is possible that problems may arise. Please accept our apologies if you have received a damaged item. We ask that you do not refuse delivery, instead accept the Products and contact us immediately. Refusal may actually result in a delay of the parcel being returned. You can contact us by emailing sales@ovaltubes.co.uk. Please attach any pictures you have of the damage to the message. A member of our team will review the details and offer the best resolution to resolve the issue.
4. Will you refund my postage costs to return an item? We are more than happy to refund postage costs to return a Product where the return is required due to our error. For instance: (i) if we sent you the wrong item; or (ii) if the item is damaged or faulty (excluding damage in transit where we have not arranged delivery). We will not refund postage costs to return any items due to reported damage or fault where no error was found in the testing process. The costs of posting the Product(s) back to you in such circumstances will depend on the item and will be communicated to you after the testing process has been completed.
5. How do I arrange a return? Where a return is permitted in accordance with these Terms, please contact us at sales@ovaltubes.co.uk or by post at Unit A4 Abbey Farm Commercial Park, Southwell Road, Horsham St. Faith, Norwich, NR10 3JU to arrange your return. We will need to know your Order number, the item you want to return and the reason for the return. Upon receipt of these details we will provide you with all the necessary information to arrange the return.
Limitation of Liability
1. This clause 7 sets out the entire financial liability between the parties (including any liability for the acts or omissions of our employees, agents and sub-contractors):
  1. arising under or in connection with these Terms;
  2. in respect of any use made by you of the Products; and
  3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
2. All warranties, conditions and other terms implied by statute or common law are excluded from these Terms to the fullest extent permitted by law.
3. Nothing in these Terms limits or excludes the liability of either party: (i) for death or personal injury which results from negligence; or (ii) for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
4. Subject to clause 7.3, Oval Tubes will not be responsible for losses that were not caused by any breach of these Terms on our part.
5. Subject to clause 7.3:
  1. neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
  2. each party’s total liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with these Terms will be limited to a sum equal to the amount paid or payable by you for the Product(s) in respect of one incident or series of incidents attributable to the Order(s) giving rise to such claim for damages.
Intellectual Property
1. Unless otherwise agreed, you will not acquire any rights in any intellectual property in the Products or in their packaging or labels which include trade marks or brand logos and any such rights which you may by law acquire will be assigned automatically to Oval Tubes. You agree not to remove deface or cover up any name plates, logos or trade marks appearing on the Products.
Confidentiality
1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).
2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:
  1. to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under these Terms;
  2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under these Terms and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in these Terms); and
  3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.
3. Nothing in these Terms will prevent the Receiving Party from using or disclosing any Confidential Information which:
  1. is in or comes into the public domain in any way without breach of these Terms by the Receiving Party or any person or entity to whom it makes disclosure;
  2. the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;
  3. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;
  4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or
  5. is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.
4. This clause 9 shall survive termination of these Terms, however arising.
Privacy Policy and Security
1. We will treat all your personal information as confidential pursuant to clause 9 and will only use it in accordance with our Privacy Policy (as updated from time to time which is available on the Website at: https://www.ovaltubesuk.com/privacy/
2. When you place an order on the Website we will ask you for personal details in order for us to identify you, such as your name, e-mail address, billing address, delivery address and other payment information.
Amendments to these Terms
1. We reserve the right to make changes to these Terms at any time. You will be subject to the Oval Tubes Terms & Conditions for the Supply of Products in force at the time that you order Products from us, unless any change to the Oval Tubes Terms & Conditions for the Supply of Products is required to be made by law or government authority (in which case it may apply to Orders previously placed by you) upon providing you with written notice.
2. Subject to clause 11.1, no variation of these Terms or an Order will be effective unless it is in writing and signed by the authorised representatives of the parties.
Force Majeure
1. Neither party shall be liable for any delay in performing or failure to perform (other than a payment obligation) due to any act of god, war, strike lock-out, industrial action, fire, flood, drought, tempest or any other event beyond the reasonable control of either party. Such delay or failure will not constitute a breach of these Terms and time for the performance of the affected obligations will be extended by such period as is reasonable. If a force majeure event prevents, hinders or delays the affected party’s performance of its obligations for a continuous period of more than four weeks, the party not affected by the event may terminate the Order immediately by giving written notice to the affected party.
Miscellaneous
1. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
2. All obligations in these Terms which expressly, or by their nature, are intended to continue beyond the termination of these Terms will survive the termination of these Terms.
3. Any notice given under these Terms by either party to the other must be in writing and may be delivered personally or by first class post and in the case of post will be deemed to be given two working days after the date of posting. Notices must be delivered or sent to the other party’s address, as notified under these Terms or as contained in an Order for the purpose of receiving notices. Serving notice by email or fax will not be accepted as an effective method of providing notice of a claim under these Terms.
4. You may not assign or sub-contract any of your rights or obligations under these Terms or any related Order for Products to any third party unless agreed upon in writing by Oval Tubes.
5. Oval Tubes reserves the right to transfer, assign, novate or sub-contract the benefit of the whole or part of any of its rights or obligations under these Terms or any related contract to any third party.
6. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
7. No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.
8. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
9. These Terms are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts. English is the only language offered for the conclusion of the contract between us.