Terms of Sale

These terms apply to every sale of goods by Canalli UK Ltd, company number 17102220, registered in England and Wales, registered office G56 Legacy Building, 1 Viaduct Gardens, London, SW11 7EP (Canalli UK, we, us) to a business customer (Customer, you). They are written for supply to business customers in the United Kingdom. A sale to a customer outside the United Kingdom, or for delivery outside the United Kingdom, needs Special Terms.

We sell to businesses only. By placing an order you confirm that you are acting for the purposes of your trade, business or profession and not as a consumer.

Canalli UK is a UK commercial and supply company. The goods we supply are made by manufacturers other than Canalli UK, including manufacturers outside the UK. Where a quotation or product document names a brand or product line (for example Canalli, ONKA or IRTU), it identifies the product line. The Manufacturer of any goods is the manufacturer named, or identifiable, from the quotation or the product documents. This clause describes who makes the goods. It does not affect any responsibility that the law places on Canalli UK in relation to them.

The Contract consists of, in this order of priority:

1. (a)any Special Terms, but only for the clauses they expressly identify and vary;
2. (b)the Order Confirmation, for the Goods, quantities, prices, payment, delivery, Shipment Arrangement and other particulars it states; and
3. (c)these terms.

If there is a conflict, the higher item prevails over the lower. A Quotation forms part of the Contract only to the extent the Order Confirmation says so.

Your terms do not apply unless we expressly accept them. A term in your purchase order, letter, email, portal, supplier code, click-through or other document applies only if we expressly accept that specific term in the Order Confirmation or in Special Terms. Delivering Goods, accepting payment, or saying nothing is not acceptance of your terms.

Special Terms must (a) be in writing, (b) refer to this clause 3.3, (c) identify each clause they vary, and (d) be signed for us by a director of Canalli UK, or by a person whom a director has authorised in writing to agree Special Terms, and signed or expressly accepted in writing by you. Ordinary sales correspondence is not Special Terms.

A Quotation, Order Confirmation, email or other document changes these terms only if it complies with clause 3.3. Statements by our staff, whether on the phone, by email or in a meeting, do not change these terms.

The version of these terms that applies is the version stated in the Quotation or, if none, in the Order Confirmation. We may publish a new version. A new version applies only to Contracts made on or after the date it takes effect.

No variation of a Contract is effective unless it is in writing, refers to the Contract, and is signed by both of us, in our case by a person described in clause 3.3. An email is not a signature unless it is sent for us by such a person.

Prices, availability, specifications and delivery information on our website, in catalogues or in marketing material are indicative and are an invitation to make an enquiry. They are not an offer. Website prices exclude VAT and are based on standard delivery assumptions. Final pricing, any minimum order quantity, availability, lead time and delivery terms are confirmed in the Quotation.

An enquiry does not create a contract and does not reserve any Goods, price or Manufacturer capacity.

Quotations. A Quotation is valid for 14 days from its date, unless it states a different period. After that we may reconfirm it or issue a new Quotation, because Manufacturer pricing, exchange rates, freight and availability can change. We may withdraw a Quotation at any time before a Contract is made. A Quotation is not an offer unless it is a Firm Offer. We may correct an obvious pricing, calculation or typing error in a Quotation before a Contract is made.

Firm Offer. A Firm Offer may be accepted only in the way, and before the time, that it states. A Contract is made when it is so accepted, on its stated terms. Anything that adds to or changes a Firm Offer is a new offer that we may accept or reject.

Your Order is an offer. An Order is your offer to buy Goods on these terms. It should quote the Quotation reference. If you tell us, orally or in writing (including by email), that you accept a Quotation, that is an Order only. It does not create a Contract and it does not oblige us to make any Commitment.

Contract. A Contract is made only when we send you an Order Confirmation in writing (including by email), or when a Firm Offer is accepted under clause 4.4. If your Order refers to terms that conflict with these terms, our Order Confirmation is a counter-offer on these terms only, and the Contract is made when you accept it in writing or by paying the amount it states. We may decline an Order for any reason, including a minimum order quantity, availability, or a Manufacturer’s inability to supply, and will tell you promptly.

Please check the Order Confirmation carefully and tell us of any error promptly. Unless we agree a change, the Order Confirmation is treated as an accurate record of what you ordered.

Minimum order quantities. Minimum order quantities apply to Goods where the Quotation says so. They vary by product, Manufacturer, quantity and your requirements. You may ask us to quote any quantity. The Quotation states the minimum order quantity that applies to the Goods quoted, and we may decline an Order below it.

Order of events. The usual sequence is: enquiry; Quotation; your Order; our Order Confirmation; your payment; our Commitment; production or procurement. Clause 8 explains when we make a Commitment.

To the extent the law lets parties who are not consumers agree otherwise, regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 do not apply to the Contract. We will provide these terms in a form you can store and reproduce.

We will supply Goods that correspond to the Specification.

Website content, catalogues, datasheets, images, samples and drawings are for guidance. They form part of the Specification only if the Order Confirmation identifies them. Images are illustrative. Colours and finishes may vary.

Manufacturers’ normal manufacturing tolerances apply. Manufacturers may change Goods to meet legal or safety requirements, or make improvements that do not materially affect their form, fit, function or the performance stated in the Specification. Where a quantity tolerance applies to cut or Special Order Goods, the Quotation or Order Confirmation states it.

Your specifications and application. If you supply a technical specification, drawing or application requirement, you are responsible for its accuracy and for the application the Goods are intended for. You must check dimensions, ratings, temperature range, environment, standards and compatibility with your own design and other components.

Quoting or supplying a product is not a guarantee that it is technically suitable for your application. We give such a confirmation only if the Order Confirmation expressly states that the Goods are suitable for a stated application, and that statement is treated as separate and specific to that application. Informal technical help is given in good faith for convenience and is not part of the Contract unless the Order Confirmation says so. Otherwise you confirm that you have chosen the Goods yourself and do not rely on our skill or judgment as to their suitability.

Where we hold them, we will give you on request the Manufacturer’s declarations, datasheets and test reports for the Goods. We do not promise that Goods hold any certification, approval or rating unless the Specification states it.

Project Sourcing lets you ask us to explore goods outside a Manufacturer’s standard range, modifications, custom sizes or configurations, or new product requirements. We work with the Manufacturer to see whether the request can be met.

We are not obliged to obtain, modify, manufacture or develop anything. Whether a request is feasible, and its price, lead time, minimum order quantity, tooling and testing needs, are decided case by case and depend on the Manufacturer. We may decline at any stage.

A Project Sourcing request becomes binding only through a Quotation and Order Confirmation (or Special Terms) that sets out the Specification, drawings, prices, any tooling or development charges, sample requirements, any minimum order quantity, expected lead time, and payment structure.

You must approve final drawings or samples in writing before production starts. After approval, changes are variations: we may adjust price and timing, and we may treat the Goods as Special Order Goods.

Samples and prototypes are provided for evaluation only. They may not match production Goods unless the Order Confirmation says so. You are responsible for testing them in your application and for obtaining any approvals your product needs, unless the Order Confirmation states otherwise.

We do not promise that a new or modified product will meet any performance target or regulatory approval unless the Specification expressly says so.

Project Sourcing gives you no exclusivity unless Special Terms say so.

Prices are in pounds sterling and are as stated in the Order Confirmation. Prices exclude VAT. The Quotation and Order Confirmation state whether the price includes carriage, packaging, insurance, customs duty, import VAT and clearance costs, in line with the Shipment Arrangement.

We add VAT at the rate that applies and issue a VAT invoice.

If you ask to change an Order after the Order Confirmation, clause 13.1 applies.

Preferential duty and origin. We may seek preferential tariff treatment for Goods where it is lawful and supported by valid origin evidence. We do not guarantee zero or reduced duty. If preferential treatment is lost because information or documents you supplied were inaccurate or incomplete, we may recover from you the additional duty and related costs that result. Otherwise, customs and duty exposure follows the Shipment Arrangement and applicable law. You must give us the accurate and complete information and documents we reasonably ask for in connection with customs and origin.

Payment in advance; no credit. Unless the Order Confirmation expressly states a different payment structure, you must pay 100% of the price, in Cleared Funds, before we make a Commitment. We do not currently offer credit accounts. We are not obliged to extend credit, and we give credit only if we agree it in writing under clause 3.3.

No payment, no Commitment. Until we have received in Cleared Funds the payment that the Order Confirmation states as the trigger for our Commitment, we have no obligation to place your Order with a Manufacturer or supplier or to start production or procurement. Any expected lead time runs from the date we receive that payment (and from any approval the Order Confirmation says must come first).

Payment period. Payment is due within 3 Business Days of the Order Confirmation, unless the Order Confirmation expressly states a different period or payment structure. If we have not received Cleared Funds within that period:

1. (a)we are not obliged to make a Commitment; and
2. (b)we may, by written notice and at our choice: (i) reconfirm the price, availability and lead time; (ii) issue a revised Order Confirmation; or (iii) if necessary, cancel the Order Confirmation.

A revised Order Confirmation replaces the earlier one. It takes effect when you accept it in writing or pay the amount it states. If we cancel under clause 8.3(b)(iii), no sum is payable by you for the cancelled Order Confirmation, we have no liability to you for cancelling it, and we will refund any part-payment received.

If Cleared Funds reach us after the payment period and before we have given notice under clause 8.3(b), we will tell you promptly whether we will proceed on the Order Confirmation or on a reconfirmed or revised one, or refund the payment. We make no Commitment until we have done so.

Different payment structures. Higher-value, special or unusual Orders may have a different payment structure (for example, a part-payment on Order and the balance at a later stage), but only if it is expressly stated in the Quotation or Order Confirmation. We have no standard deposit percentage. Where a different structure applies, the Order Confirmation states the payment that triggers our Commitment, and when each later payment is due.

A payment you make is applied first to any sums due under clauses 13 and 14 if the Contract is cancelled, and we refund the balance.

Payment method. Pay by the method stated in the Order Confirmation or invoice. We will never ask you to change our bank details by email alone. If you receive such a request, contact us on a number you already know before paying.

Other sums we invoice under these terms (for example under clause 13 or 14) are payable by the due date stated in the invoice.

Disputes and set-off. If you dispute an invoice, tell us promptly in writing, giving your reasons, and pay the undisputed part on time. You must pay all sums due to us in full and on time. You may not withhold, deduct or set off any amount, whether for a claim against us or otherwise, unless the claim or set-off is (a) admitted by us in writing, or (b) finally determined by a court or tribunal. This clause does not prevent any withholding, deduction or set-off that the law does not allow to be excluded. We may set off sums you owe us against sums we owe you.

Late payment. The Late Payment of Commercial Debts (Interest) Act 1998 applies to sums due to us. If you do not pay a sum on time, you must pay statutory interest from the due date until payment, both before and after judgment (at the date of these terms, 8% a year above the Bank of England’s official dealing rate in force on the 30 June or 31 December before interest starts, under the Late Payment of Commercial Debts (Rate of Interest) (No. 3) Order 2002), and the fixed compensation and reasonable recovery costs to which that Act entitles us.

The parties may agree a different late-payment remedy under clause 3.3. It replaces statutory interest only if it qualifies as a “substantial remedy” under the Act.

No payment term in the Contract allows a longer payment period than the law allows for that Contract. If it would, the longest lawful period applies instead.

Suspension for non-payment. If a sum due to us is unpaid, we may, so far as the law allows, suspend performance of any Contract with you by written notice, and decline further Orders or require payment in advance for them.

We are not obliged to accept any future Order or to extend credit, whatever our dealings have been.

Territory. We supply for delivery in Great Britain. We may supply for delivery elsewhere in the United Kingdom only where the Order Confirmation expressly says so, and for delivery in Northern Ireland only under Special Terms, because customs and product rules differ between parts of the United Kingdom.

Shipment Arrangement. There is no single Incoterm for every shipment. The Quotation and Order Confirmation state the Shipment Arrangement for the Goods, including the Incoterm where one applies, the delivery address, carriage, and who is responsible for customs clearance, duty and import VAT. Where an Incoterm is named, Incoterms 2020 apply so far as they are consistent with these terms.

Importer. Where we import Goods into Great Britain for resale, we will normally act as importer of record (the importer for customs purposes). If a different arrangement applies to a shipment, the Quotation or Order Confirmation states the relevant Incoterm, the customs responsibilities and the shipment arrangement.

Customs duties, import VAT and related costs follow the Shipment Arrangement. Exact customs and importer duties depend on the product regime and the structure of the shipment. A Shipment Arrangement allocates cost and logistics between us and you. It does not transfer, and is not to be read as transferring, any duty that the law places on either of us or anyone else.

Lead times. The Quotation or Order Confirmation states an expected lead time. It is an estimate and not a promise. We do not guarantee a delivery date unless the Order Confirmation expressly states a confirmed delivery date. We will use reasonable endeavours to deliver within the expected lead time and will in any event deliver within a reasonable time. A delay caused by reasonable manufacturing, supplier, freight or customs delay is not, by itself, a breach of the Contract. We will tell you promptly if we expect a material delay.

Time not of the essence. Time of delivery is not of the essence unless the Order Confirmation expressly says that time is of the essence for a stated date.

Instalments. We may deliver the Goods in instalments where that is commercially reasonable or where the Order Confirmation says so. We may invoice and treat each instalment separately where appropriate. A delay in or defect in one instalment does not entitle you to reject or cancel the whole Contract or any other instalment, unless the law requires otherwise or the breach substantially defeats the whole Contract.

You must arrange for someone to receive the Goods and you must inspect them on delivery (clause 11).

Risk in the Goods passes to you as the Order Confirmation states, including by reference to the Incoterm or delivery arrangement it names. Every Order Confirmation states the delivery arrangement.

If an Order Confirmation does not state when risk passes, risk passes when the Goods are delivered to the delivery address stated in it or, if you or your carrier collect them, when they are collected.

Title. Title to the Goods stays with us until we have received payment in full of the price of the Goods in Cleared Funds. This clause applies only to the extent it is effective in law.

Until title passes, you hold the Goods as our bailee, keep them separate from other goods and identifiable as ours, and tell us at once if you become unable to pay your debts or if any of the Goods are seized or claimed by a third party. You may use the Goods, or resell them, in the ordinary course of your business, as principal and not as our agent.

If title has not passed and a sum is overdue, we may, on written notice and so far as the law allows, require you to return Goods that are still identifiable, and you give us a licence to enter your premises (with reasonable notice where practicable) to collect them.

We do not claim any right over the proceeds of resale or over products made using the Goods.

You must inspect the Goods when they are delivered.

Visible problems. Tell us in writing within 5 Business Days of delivery of any visible shortage, transport damage or visible defect. Note any visible damage or shortage on the carrier’s delivery document at delivery, and give us photographs.

Hidden or manufacturing defects. Tell us in writing reasonably promptly after you discover a latent or manufacturing defect.

Give us the order and batch or lot references, photographs and a description. Keep the Goods and packaging available for inspection. Do not return Goods unless we give a written return authorisation.

To the extent the law allows, if you do not tell us of a visible problem within the period in clause 11.2, you are treated as having accepted the Goods as delivered as regards that problem. This does not affect your rights for hidden or manufacturing defects.

You must not install, process or use Goods that you know, or ought to know from inspection, are damaged or do not conform.

Nothing in this clause affects any right that cannot lawfully be excluded or limited.

We will supply Goods that correspond to the Specification and are of satisfactory quality. Nothing in these terms affects your statutory rights that cannot lawfully be excluded or limited, including the implied term as to title.

Clauses 5.4 and 5.5 (your specifications and the application of the Goods) apply. We do not otherwise promise that Goods are fit for a particular purpose.

Manufacturer warranties. The Quotation or Order Confirmation states whether a Manufacturer’s warranty applies to the Goods and gives its terms or says where they can be found. We do not give a separate warranty of our own for a fixed period, and we do not promise a longer, wider or different warranty than the Manufacturer actually provides. Where a Manufacturer’s warranty applies, we will pass its benefit on to you as far as the Manufacturer’s terms allow. You must make a claim under it through us, and comply with the Manufacturer’s terms and procedures.

Remedy. If Goods do not comply with clause 12.1 or with a Manufacturer’s warranty that applies, we will, at our choice and as the Manufacturer’s terms allow, repair or replace them, or credit or refund their price. Please give us the chance to do so before you have the Goods repaired or replaced by someone else. This does not affect any statutory right to reject Goods that cannot lawfully be excluded.

Warranty and remedies do not cover: fair wear; damage from misuse, wrong installation or storage; use outside the stated ratings or environment; modification; failure to follow instructions; parts you or others supply; and problems caused by your specification or design.

Replacement Goods carry the remainder of any warranty period that applied to the original Goods.

Changes. A change to an Order after the Order Confirmation is effective only if we agree in writing. We may change price and timing to reflect it.

No unilateral right to cancel. After the Order Confirmation you have no right to cancel an Order or reduce quantities except as these terms or the law give you. Before we make a Commitment, you may ask us to cancel and we will consider your request. Once we have made a Commitment, you have no right to cancel, but we may agree to a cancellation at our discretion.

If we agree to a cancellation, you must reimburse: (a) the costs we have committed or incurred to Manufacturers and suppliers for the Goods that we cannot reasonably cancel, recover or use for another customer; (b) our non-recoverable freight, customs and handling commitments for the Goods; and (c) our other reasonable direct losses caused by the cancellation, meaning losses that arise naturally and directly from the cancellation after we have taken reasonable steps to limit them, but not loss of profit or margin on the cancelled sale. We refund the balance of any sums you have paid. We may agree to a cancellation on additional conditions that we state when we agree.

We will take reasonable steps to limit those costs and losses, and will give you a reasonable breakdown if you ask.

If you cancel or refuse to take or pay for Goods without our agreement, that is a breach of the Contract. We may treat the Contract as ended and recover our losses caused by the breach, subject to our duty to take reasonable steps to limit them, and without affecting any other right we have. Clause 13.3 does not limit those rights.

Returns. You have no general contractual right to return Goods for change of mind. We may, at our discretion, approve the return of standard Goods in writing. An approved return may be conditional on the Goods being unused and in a resalable condition, in appropriate packaging, and on you paying reasonable supplier, restocking and handling costs. Special Order Goods are generally not returnable. Nothing in this clause affects your rights in respect of defective Goods or any right that cannot lawfully be excluded or limited.

We deliver directly. We do not provide general warehousing or storage for customers.

If you ask for delivery to be delayed, or you fail or refuse to accept delivery when the Goods are ready, then (a) delivery is treated as made on the date we tell you the Goods are ready, for the purposes of risk and payment; and (b) we may recover our reasonable storage, handling and associated costs, and will give you a reasonable breakdown if you ask.

If you have not taken delivery within the period stated in a written notice from us, which must be at least 14 days, we may resell or otherwise dispose of the Goods. We will not retain more than the price, our storage, handling and resale costs, and our other direct losses caused by your failure, and we will refund the balance of the sums you have paid plus the net proceeds of resale.

You are responsible for the design, assembly, testing, marking and compliance of any panel, machine, installation or product in which you use the Goods, including any conformity assessment and marking it needs.

The Goods are components. Unless the Specification states otherwise, they are not certified for a specific installation, and they are not supplied for hazardous-area, life-support or other safety-critical use. Do not use them for that purpose without our prior written confirmation.

You must keep records that let you trace the Goods you supply onward, for the period the law requires or as is otherwise reasonable. You must pass on promptly any safety notice or recall information we send you, and tell us at once if you become aware of a safety issue with the Goods.

Where we hold the information and the law requires it, we will provide information on substances of concern in the Goods.

You will not export, re-export or transfer the Goods in breach of UK sanctions or export controls, or to a sanctioned person or destination. We may suspend or cancel an Order if we reasonably suspect a breach. On request you will give us end-use and end-user information.

Statutory duties are not changed by these terms. Each party’s duties under product safety, customs and other regulatory law depend on its legal role in relation to the Goods and on the facts of each supply. Where we import Goods, we remain responsible for the duties the law places on us as importer, whether or not the Manufacturer is also responsible. Nothing in the Contract transfers, or is to be read as transferring, a statutory duty from one party to another.

You keep ownership of drawings, specifications and other materials you give us (Customer Materials). You permit us and the Manufacturers, and their subcontractors, to use them for quoting, sourcing, making and supplying the Goods.

You confirm that the Customer Materials, and their use as the Contract requires, do not infringe another person’s intellectual property. You will indemnify us against claims, losses and reasonable costs arising from a third-party claim that they do.

Background intellectual property stays with its existing owner. The intellectual property in our and the Manufacturers’ names, brands, catalogues, drawings, designs and know-how stays with us or them. You get no licence except to resell the Goods as supplied. Do not remove or alter product markings or identification.

Tooling. Unless Special Terms say otherwise, moulds, tools and dies that we pay for are owned by us, even if they are held at a Manufacturer’s premises. Paying for tooling or development does not by itself transfer ownership of any intellectual property to you. Where you pay for tooling, its ownership and any exclusivity are decided in Special Terms.

Each of us will keep confidential the other’s non-public technical, commercial and pricing information, and will use it only for the Contract. This does not stop disclosure to Manufacturers, carriers, insurers and professional advisers who need it and who are bound to confidentiality, disclosures the law requires, or information that is public or already lawfully known. This clause continues after the Contract ends for as long as the information remains confidential.

Each of us will comply with data protection law. We handle business contact details as described in our Privacy Notice at https://canalli.co.uk/privacy.

Nothing in these terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the implied term as to title; liability under Part I of the Consumer Protection Act 1987; or any other liability that the law does not allow us to limit or exclude.

Subject to clause 17.1, we are not liable to you, in contract, tort (including negligence), misrepresentation or otherwise, for any of the following, whether the loss is direct or indirect and whether or not it was foreseeable: (a) loss of profit, revenue, business, contracts, goodwill or anticipated savings; (b) business interruption or production stoppage; (c) sums you owe to your own customers as penalties or liquidated damages; or (d) loss or corruption of data. Subject to clause 17.1, we are also not liable for any other indirect or consequential loss.

Subject to clause 17.1, our total liability to you arising out of or in connection with each Contract, whether in contract, tort (including negligence), misrepresentation or otherwise, is limited as follows:

1. (a)Property damage. For loss of or damage to physical property (other than the Goods themselves) caused by a defect in the Goods: £1,000,000 for each Contract.
2. (b)All other liability, including the cost of repairing, replacing, removing or reinstalling Goods and any other loss not within (a): the greater of (i) 100% of the price paid or payable for the Goods under that Contract (excluding VAT) and (ii) £10,000.

All claims arising from the same defect, event or series of related events under a Contract are treated as one claim. The limits in clause 17.3(a) and (b) apply to different kinds of loss and are not cumulative: our total liability under a Contract will not exceed the higher of them.

Sums we refund or credit to you for Goods under clause 12.4 are not counted towards the limits in clause 17.3.

You should hold insurance that covers losses you would suffer that are outside our liability under these terms.

We are not liable for a delay or failure caused by your act or omission, including late or inaccurate information, or by a Force Majeure Event (clause 18).

A Force Majeure Event is an event or circumstance beyond a party’s reasonable control, including natural disaster, fire, flood, explosion, war, terrorism, civil disorder, epidemic, government action, sanctions or embargo, import or export restriction, closure or interruption of borders, ports or customs processes, failure or disruption of transport networks or utilities, industrial action not involving that party’s own staff, and a failure or delay by a Manufacturer, supplier or carrier that is itself caused by such an event. It does not include lack of funds, changes in market prices, exchange rates, customs duty or tariff rates, or a failure or delay by a Manufacturer or supplier that is not itself caused by such an event.

A party affected by a Force Majeure Event is not in breach of the Contract, or liable for delay or failure to perform, to the extent the event prevents or delays performance, and the affected obligations are suspended while it continues. The affected party must tell the other promptly, say which obligations are affected and for how long it expects the event to continue, use reasonable endeavours to limit the effects and resume performance as soon as reasonably possible. This does not oblige us to supply different goods or to source from another manufacturer unless we choose to.

A Force Majeure Event does not excuse a payment obligation for Goods already delivered.

If a Force Majeure Event prevents or delays performance of any part of the Contract for a continuous period of 8 weeks, either of us may cancel the affected part of the Contract by written notice.

If the Contract is cancelled under clause 18.4: (a) we will refund the sums you paid for Goods that have not been delivered, less the amounts described in clause 13.3(a) and (b) that we have properly incurred for the Contract and cannot recover, which we will explain on request; (b) Goods that have been made or procured for you, and that we are able to deliver, must be taken and paid for instead of being refunded; and (c) neither of us has any other liability to the other for the cancellation.

Either of us may end a Contract by written notice if the other commits a material breach and, where it can be remedied, does not remedy it within a reasonable period stated in the notice.

Insolvency. We do not rely on your insolvency, on its own, as a ground to end or change a Contract where the law prevents it, including section 233B of the Insolvency Act 1986. We will not make payment of charges that arose before an insolvency procedure a condition of continued supply where the law prohibits it. This does not affect, so far as the law allows: (a) our rights to suspend or end supply for non-payment or other breach; (b) our freedom to decide whether to accept a future Order, to give credit, or to require payment in advance (each Order is a separate Contract); and (c) our rights under clause 10 (title).

If you are subject to a formal insolvency procedure, we will deal with existing Contracts as insolvency law requires and will decide on any new Order under clause 19.2(b).

We may cancel an unfulfilled Order and refund sums you have paid for it if the Manufacturer cannot supply the Goods after reasonable efforts by us. Clause 17 applies.

When a Contract ends: (a) sums owed to us become due at once; (b) accrued rights are unaffected; and (c) clauses 8, 10, 11, 12, 13, 14, 16, 17, 21 and 22 continue.

Notices must be in writing and sent by email to the address in the Order Confirmation or Quotation (for us: info@canalli.co.uk) or by post to the registered office. An email sent after 5.00 pm, or on a day that is not a Business Day, is treated as received on the next Business Day.

A notice of a claim or dispute must give enough detail to identify the Contract and the problem.

Entire agreement. The Contract is the entire agreement between us on its subject. You confirm that you have not relied on any statement, representation, catalogue, website content, sample or description that is not set out in the Contract. Nothing in this clause limits liability for fraud.

Assignment and subcontracting. You may not assign or transfer your rights or obligations without our written consent. We may use subcontractors, carriers and Manufacturers, and may assign our rights.

Third parties. No one other than the parties has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

Severance. If a term is found unenforceable, it applies to the extent permitted, and the rest of the Contract continues.

Waiver. A delay or failure to exercise a right is not a waiver of it.

No partnership or agency. Nothing makes either of us the partner or agent of the other.

Electronic contracting. Contracts, notices and documents may be made and signed electronically.

Interpretation. “Including” does not limit what comes before it. A reference to a law is to that law as amended.

The Contract, and any dispute or claim (including non-contractual disputes) arising out of or in connection with it, is governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction.