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Terms & Conditions

TERMS AND CONDITIONS OF SUPPLY OF GOODS (ONLINE)

1 Interpretation

1.1 In these Conditions, the following definitions apply:

  • Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
  • Conditions means these terms and conditions as amended from time to time in accordance with clause 12.2;
  • Contract means the contract between the Supplier and the Customer for the supply of Goods in accordance with the Customer’s Order, in accordance with these Conditions;
  • Customer means the person or firm who purchases the Goods from the Supplier;
  • Delivery Address means the location where the Goods are to be delivered to, as specified by the Customer in the Order;
  • Goods means the goods sold by the Supplier to the Customer, on the Website;
  • Order means the Customer’s order for the supply of Goods, as placed by the Customer on the Website (including via the Portal), in accordance with these Conditions;
  • Personal Data means identity and contact data of individuals such as names, titles and other identifiers together with business addresses, email addresses and telephone numbers;
  • Portal means the portal available on the Website, through which certain customers can place an Order using a credit account (if available);
  • Supplier means Gem Scientific Limited registered in England and Wales with company number 03331962 whose registered office is at Unit 301 Batley Enterprise Centre, 513 Bradford Road, Batley, Leeds WF17 8LL, and whose VAT number is [686 6414 94]; and
  • Website means https://www.gemscientific.co.uk/ the trading website operated by the Supplier.

In these Conditions, unless the context otherwise requires:

1.1.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

1.1.2 a reference to a party includes its personal representatives, successors or permitted assigns;

1.1.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 

1.1.4 any phrase introduced by 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; and 

1.1.5 a reference to writing or written includes e-mail.

2 Basis of Contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Contract, together with any documents referred to in them, constitute the whole agreement between the Supplier and the Customer for the supply of Goods. The Customer acknowledges that it has not relied upon any statement, promise, representation made or given by or on behalf of the Supplier which is not set out in these documents, and which together form the Contract. 

2.3 The Website allows the Customer to check and amend any errors prior to submitting an Order. The Customer is responsible for ensuring that its Order is complete and accurate before it is submitted.

2.4 These Conditions are made only in the English language.   

3 Supply of Goods

3.1 The Customer should follow the onscreen prompts to place an Order. Each Order submitted by the Customer is an offer to buy the Goods specified in the Order, subject to these Conditions. 

3.2 After the Customer places an Order, it will receive an email from the Supplier acknowledging that the Supplier has received it. 

3.3 Acceptance of the Customer’s Order by the Supplier takes place when the Supplier sends an email to the Customer to confirm that the Order has been accepted (Confirmation Email) at which point the Contract between the Customer and the Supplier will come into existence.

3.4 The Customer will receive an email to confirm once the Goods have been dispatched (Dispatch Confirmation).

3.5 If the Supplier is unable to supply the Customer with the Goods for any reason, the Supplier will inform the Customer of this by email and will not process the Customer’s Order. If the Customer has already paid for the Goods, the Supplier will refund you the full amount including any delivery costs charged as soon as possible. 

3.6 Once the Supplier has accepted the Order, the Supplier has sole discretion as to whether to agree to any request by the Customer to cancel an Order, and any acceptance is subject to the Customer indemnifying the Supplier in full against all losses (including loss of profit), costs, damages, charges and expenses suffered or incurred by the Supplier as a result of any such cancellation.

3.7 The Supplier reserves the right to make any changes to the specification for the Goods where such change is required to conform with any applicable statutory or regulatory standards.

3.8 Any images of the Goods on the Website are for illustrative purposes only. The colour and packaging of the Goods ordered may vary slightly from those images.

4 Delivery of Goods

4.1 The Supplier shall deliver the Goods to the Delivery Address. 

4.2 We supply goods to Delivery Addresses within the UK. If you wish to place an Order for a Delivery Address outside of the UK, please contact us to discuss your requirements prior to placing your Order. We cannot guarantee that we will be able to accept any Orders placed for delivery to Delivery Addresses outside of the UK. 

4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Address (Goods Delivery). The Goods shall be at the Customer’s risk from that time. 

4.4 Any dates quoted or stated on the Website for delivery are approximate only, and the time of delivery is not of the essence. 

4.5 The Supplier shall not be liable for any delay in or failure of performance caused by:

4.5.1 the Customer’s failure to: (i) make the Delivery Address available, (ii) provide the Supplier with adequate instructions for delivery or otherwise relating to the Goods; 

4.5.2 a Force Majeure Event. 

4.6 Delivery shall be made by the Supplier’s nominated courier. 

4.7 The Supplier’ courier shall only be obliged to make one attempt to deliver the Goods. If the Customer fails to accept delivery of the Goods, the Goods shall be returned to the Supplier’s premises. 

4.8 The Supplier may attempt a further delivery of the Goods if the Customer re-arranges delivery, and the Supplier shall store the Goods until that delivery takes place and may charge the Customer for all related costs and expense (including insurance).

4.9 If within 10 Business Days following return of the Goods to the Supplier by the Supplier’s courier, the Customer has not arranged for an alternative time for delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods. The Supplier will:

4.9.1 deduct all costs and expenses incurred by the Supplier doing so; and 

4.9.2 account to the Customer for any excess of the resale price over the price of the Goods or invoice the Customer for any shortfall of the resale price below the price paid by the Customer for the Goods.  

4.10 The Supplier may deliver the Goods under an Order by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.11 Where the Customer returns any Goods to the Supplier (if such return is accepted by the Supplier) or fails to accept delivery of the Goods, the Supplier shall be entitled to charge a re-stocking fee to the Customer.

5 Quality of Goods

5.1 The Supplier warrants that on Goods Delivery, the Goods shall:

(i) conform with their description and, (ii) be free from material defects in design, material and workmanship. The Supplier shall endeavour to pass on any manufacturer guarantee in respect of any Goods it may supply, at the Customer’s cost, to the extent that it can reasonably do so. 

5.2 Subject to clause 5.3, if:

5.2.1 the Customer gives notice in writing within 48 hours of delivery of the Goods that some or all of the Goods do not comply with the warranty in clause 5.1 where such non-compliance is apparent on visual inspection; or

5.2.2 the Customer gives notice in writing during the warranty period and within 5 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1 to the extent that any such defect is not apparent on visual inspection on an initial visual inspection,

and in each case,

5.2.3 the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.4 provided that the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:

5.3.1 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

5.3.2 the Customer makes further use of the Goods after giving notice to the Supplier under clause 5.2.1 or 5.2.2

5.3.3 the Customer alters or repairs such Goods without the Supplier’s consent;

5.3.4 the defect arises as a result of the wilful damage or negligence, or abnormal storage or working conditions; or

5.3.5 the defect arises as a result of a Force Majeure Event.

5.4 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.

5.5 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.

5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

6 Title and Risk

6.1 All Goods will remain in the Supplier’s ownership until it has received payment in full in respect of them from the Customer. Until ownership of the Goods has passed to the Customer pursuant to this clause, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (d) notify the Supplier immediately if it becomes subject to any of the events listed in clauses 10.1.3 to 10.1.5; and (e) give the Supplier such information relating to the Goods as the Supplier may require from time to time. Notwithstanding anything in this clause 6, the Customer may use the Goods in the ordinary course of business. 

6.2 If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clauses 10.1.3 to 10.1.5, then, without limiting any other right or remedy the Supplier may have: (a) the Customer’s right to use the Goods in the ordinary course of its business ceases immediately; and (b) the Supplier may at any time: (i) require the Customer to deliver up all Goods in its possession that have not been irrevocably incorporated into another product; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.3 The risk in the Goods shall pass to the Customer on completion of Goods Delivery.

7 Payment

7.1 The prices of the Goods will be as quoted on the Website at the time the Customer submits an Order. The Supplier takes all reasonable care to ensure that the prices of the Goods are correct at the time when the relevant information is entered onto the system. 

7.2 Notwithstanding clause 7.1 above, it is always possible that, despite the Supplier’s reasonable efforts, some of the Goods on the Website may be incorrectly priced. The Supplier will normally check prices as part of its dispatch procedures so that if the price is incorrect, it will charge the correct amount. The Supplier will contact the Customer as soon as possible to inform the Customer of any pricing error, and will give the Customer the option of continuing the purchase the Goods at the correct price, or cancelling the Order. The Supplier will not process the Customer’s Order until it has the Customer’s instructions. If a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, the Supplier may cancel the supply of the Goods and refund the Customer for any sums it has paid. 

7.3 Prices for the Goods may change from time to time, but changes will not affect any order you have already placed. 

7.4 The price of the Goods does not include delivery charges. The delivery charges are as advised to the Customer during the check-out process before the order is confirmed. 

7.5 The Customer shall pay for the Order using a debit card or credit card, via PayPal or Sage Pay. The Customer shall be subject to PayPal’s or Sage Pay’s terms and conditions (as applicable), in addition to the Contract. 

7.6 Payment for the Goods and all applicable VAT and delivery charges is in advance, unless the Customer is purchasing the Goods through the Supplier’s credit account portal.

8 Data Protection

The Supplier will collect Personal Data relating to the Customer’s representatives in the course of providing the Goods. This is used by the Supplier to fulfil the Customer’s Order.  The use of Personal Data for this purpose is necessary for the performance of the contract that will be in place between the Customer and the Supplier and for both the Supplier’s and the Customer’s legitimate interests in managing that agreement. For further information about how the Supplier handles Personal Data, please refer to its Privacy Policy at www.gemscientific.co.uk. 

9 Limitation of Liability

9.1 Subject to clause 9.3, the Supplier shall not be liable to the Customer for any of the following:

9.1.1 any direct loss of profit; 

9.1.2 any loss of anticipated profit including loss of profit on contracts; 

9.1.3 any loss of anticipated savings; 

9.1.4 any loss of business, contracts or opportunity in each case whether direct or indirect;

9.1.5 any loss of goodwill or reputation in each case whether direct or indirect; or

9.1.6 any indirect, special or consequential loss or damage however caused including:

9.1.6.1 any indirect loss of profit; or

9.1.6.2 any indirect loss of anticipated profit; or

9.1.6.3 any indirect loss of anticipated savings; or

9.1.6.4 loss of use of money or revenue; or

9.1.6.5 loss or corruption of data; or

9.1.6.6 any other special, indirect or consequential loss,

and the parties agree that the categories of loss as referred to at this clause 9.1 shall be distinct and severable.

9.2 Subject to clauses 9.1 and 9.3, the Supplier’s total liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to the total price for the Goods.

9.3 Notwithstanding any other provision of the Contract, the liability of the parties shall not be excluded or limited in any way in respect of the following:

9.3.1 death or personal injury caused by negligence;

9.3.2 fraud or fraudulent misrepresentation; 

9.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.3.4 any other losses which cannot be excluded or limited by applicable law.

10 Cancellation and Termination

10.1 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

10.1.1 the Customer commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so by the Supplier; 

10.1.2 the Customer fails to make payment for the Goods or delivery of the Goods and fails to remedy such late payment within fourteen days from the due date;

10.1.3 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

10.1.4 the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

10.1.5 the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.5, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

10.3 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 10, it shall immediately notify the Supplier in writing. 

10.4 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination. 

11 Force Majeure

11.1 A party shall not be liable if delayed in or prevented from performing its obligations due to a Force Majeure Event, provided that it promptly notifies the other of the Force Majeure Event and its expected duration and uses reasonable endeavours to minimise the effects of that event.

11.2 A Force Majeure Event means an event beyond a party’s reasonable control which by its nature could not have been foreseen or if it could have been foreseen was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, pandemic, acts of government, war, terrorism, riot, civil commotion, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosion, collapse of building structures, fire, flood, storm, earthquake, loss at sea, epidemic or similar events, natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors. 

11.3 If, due to a Force Majeure Event, a party is or shall be unable to perform a material obligation or is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days or total of more than 30 days in any consecutive period of 60 days, the other party may, within 30 days, terminate the Contract on immediate notice the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

12 General 

12.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Conditions. 

12.2 No amendment or variation of these Conditions will be valid unless agreed in writing by an authorised signatory of each party.

12.3 The Customer may not assign, subcontract or encumber any right or obligation under these Conditions, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.

12.4 Any notice or other communication given by one party to the other under 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. 

12.5 Any notice given by a party under these Conditions is deemed to have been received:

12.5.1 if delivered personally, on signature of a delivery receipt;

12.5.2 if sent by pre-paid first class post or other next working day delivery service, at 9:00am on the second working day after posting; or

12.5.3 if sent by email, at 9:00am the next working day after transmission. 

The provisions of this clause 12.5 do not apply to notices given in legal proceedings or arbitration.

12.6 Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.7 If any provision of these Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Conditions shall not be affected.

12.8 A waiver of any right or remedy under these Conditions or at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under these Conditions 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.

12.9 A person who is not a party to these Conditions shall not have any rights to enforce its terms.

12.10 These Conditions and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Conditions, its subject matter or formation (including non-contractual disputes or claims).

 

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