TERMS & CONDITIONS FOR BUSINESS CUSTOMERS

INFORMATION ABOUT US AND HOW TO CONTACT US
1.1 We are Sema Sprayers (a division of Taylor Davis Ltd) trading as a cart site Sema Online a company registered in England and Wales. Our company registration number is 00978584 and our registered office is at 22 Dunlop Road, Hunt End, Redditch, Worcestershire, B97 5XP.
1.2 You can contact us by telephoning our customer service team at 01527 544033 by writing to us at sales@semaonline.co.uk or completing the “Contact us” form on our website.

1. OUR CONTRACT WITH YOU
1.1 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.
1.2 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.
1.3 You should print a copy of these Terms or save them to your computer for future reference.

2. PLACING AN ORDER AND ITS ACCEPTANCE
2.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
2.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
2.3 After you place an order, you will receive an email from us acknowledging that we have received it, but this does not constitute acceptance of your order. The order shall only be accepted by us and the Contract formed when:
(a) you have paid for the Goods and monies have been received by us; and
(b) when we send the email to you to accepting your order.
2.4 All orders placed on the Website are subject to stock availability and to receipt of payment. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

3. THE GOODS
3.1 The images of the Goods on our website 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 reflect the colour of the Goods. The colour or size of your Goods may vary slightly from those images.
3.2 The packaging of your Goods may vary from that shown on images on our website.
3.3 All weight and sizes are guides only and are approximate.
3.4 We reserve the right to amend the description of the Goods at any time if required. In the event there are any errors regarding the description of the Goods, we reserve the right to correct that description and notify you accordingly. In these circumstances, it will be deemed that a contract has not been entered into and you will not be bound to continue with your purchase. We will cancel the Order and you will be refunded in full. The price of the Goods will be the extent of our liability to you in the event of these errors.

4. PRICE OF GOODS AND DELIVERY CHARGES
4.1 The prices of the Goods will be as quoted on our website 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, in the event there are any errors regarding the price of the Goods, we reserve the right to correct that price and notify you accordingly. In these circumstances, it will be deemed that a contract has not been entered into and you will not be bound to continue with your purchase. We will cancel the Order and you will be refunded in full. The price of the Goods will be the extent of our liability to you in the event of these errors.
4.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
4.3 The price of Goods 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.
4.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.

5. PAYMENT INFORMATION
5.1 You can only pay for Goods using a debit card or credit card. We accept most major credit and debit cards, where registered to UK addresses.
5.2 Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Goods.

6. DELIVERY, TRANSFER OF RISK AND TITLE
6.1 We will contact you with an estimated delivery date, which will be outlined in the email you to confirm our acceptance of your order . Any dates provided are approximate only and we cannot be held liable for costs incurred if delivery is delayed.
6.2 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
6.3 Delivery is complete on arrival of the Goods at the delivery location set out in your order and the Goods will be at your risk from that time.
6.4 You own the Goods once we have received payment in full, including all applicable delivery charges.
6.5 If we fail to deliver the Goods, our liability is limited to the cost of the price of the Goods. We shall have no liability for any delay in delivery of the Goods, or failure to deliver the Goods, where the delay or failure is caused either by an Event Outside Our Control (defined at clause 12) or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
6.6 If we deliver up to and including 5% less or more than the quantity of the Goods ordered you may not reject them, but on receipt of notice from you that the quantity of the wrong Goods were delivered, a pro-rata adjustment shall be charged accordingly to the amount you paid for the Goods.
6.7 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 and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.

7. INTERNATIONAL DELIVERY
7.1 We provide international delivery (i.e. delivery outside of the UK) as outlined during the order process.
7.2 The Goods only comply with UK laws, regulations or standards, unless we states otherwise. It is your responsibility to check the Goods comply with any relevant country specific standards.
7.3 The Goods may be subject to import duties and taxes which are applied when the delivery reaches that destination, we do not have control over these charges and cannot predict their amount.
7.4 You will be responsible for payment of any such import duties and taxes you should contact their local customs office for further information before placing an order;
7.5 You must comply with all applicable laws and regulations of the country for which the Goods are destined. We accepts no liability for you breaking any such law.

8. 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.

9. WARRANTY AND CLAIMS
9.1 We provide a warranty that on delivery and for the period set out in the manufacturer’s warranty, the Goods shall:
(a) subject to clause 3, conform with their description; and
(b) be free from material defects in design, material and workmanship.
9.2 Subject to clause 9.4, if:
(a) 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 9.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) if 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 refund the price of the defective Goods in full excluding any delivery charges.
9.3 We will not be liable for breach of the warranty set out in clause 9.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 9.3;
(b) the defect arises because you failed to follow our or the manufacture’s written instructions as to the storage, commission, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.4 We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 9.2 to the extent set out in this clause 9.
9.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
9.6 These Terms also apply to any repaired or replacement Goods supplied by us to you.

10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
10.2 Subject to clause 10.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
10.3 Subject to clause 10.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods to which the claim relates.
10.4 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.

11. TERMINATION
11.1 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:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified to make such payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
11.2 Termination of the Contract shall not affect your or our rights, remedies, obligations and liabilities that have accrued as at termination.
11.3 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.

12. EVENTS OUTSIDE OUR CONTROL
12.1 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).
12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) 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.
12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel the Contract, please contact us. If you opt to cancel the Contract, you will have to return (at your cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

13. COMMUNICATIONS BETWEEN US
13.1 When we refer to “in writing” in these Terms, this includes email.
13.2 Any notice or other communication given by either party or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
13.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) 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
(c) if sent by email, at 9.00 am the next working day after transmission.
13.4 In proving the service of any notice, it will be sufficient to prove:
(a) in the case of a letter, that such letter was properly addressed, stamped and placed in the post; and
(b) in the case of an email, that such email was sent to the specified email address of the addressee.
13.5 The provisions of this clause 13 shall not apply to the service of any proceedings or other documents in any legal action.

14. GENERAL
14.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person with our prior written consent.
14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by both parties to the Contract (or our respective authorised representatives).
14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only.
do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, they will be severed from the Contract and the remaining paragraphs will remain in full force and effect.
14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its Terms.
14.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.