Terms and Conditions
IRON MOUNTAIN UK LIMITED
This page (together with the documents referred to on it) sets out the terms and conditions on which we agree to supply to you any of the products listed on our website www.ironmountainsupplies.com (our site) or any products set out in any Confirmation (as defined below) (together the "Products"). Please read these terms and conditions carefully before ordering any Products from Iron Mountain (UK) Limited ("we" or "us"). You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
These terms and conditions shall apply to all orders placed by you via our site, telephone or email.
1. OUR WEBSITE
1.1 www.ironmountainsupplies.com is a site operated by Iron Mountain (UK) Limited. We are registered in England and Wales under company number 01478540 and with our registered office at Third Floor, Cottons Centre, Tooley Street London SE1 2TT. Our VAT number is 607937516.
1.2 If you are ordering Products via our site then by clicking on the button marked "I Accept" you agree you accept these terms and conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site. You should print a copy of these terms and conditions for future reference.
2. YOUR STATUS
2.1 By placing an order, you warrant that:
2.1.1 - you are legally capable of entering into binding contracts;
2.1.2 - you are at least 18 years old.
2.2 If you open an account with us you will choose, or be provided with, a user identification code and password which you must treat as confidential and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms and conditions.
3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1 You may place an order for Products with us in three ways:
3.1.1 - by opening an online account with us and creating a username and password then placing your order online;
3.1.2 - by calling our sales team on 0800 0859838; and
3.1.3 - by submitting an order via email to products@ironmountain.co.uk
3.2 After opening an online account with us and placing an order, or calling our sales team to place an order, or sending an email to place an order, you will receive an e-mail from us acknowledging that we have received your order. (Confirmation). Please note that each order submitted by you will be deemed to be an offer to purchase Products subject to these terms and conditions. The contract between us (Contract) will only be formed when we send you the Confirmation.
3.3 We may at our discretion decide not to accept any orders for any reason.
3.4 The Contract will relate only to those Products which we have confirmed in the Confirmation
3.5 These terms and conditions are the only conditions on which we are prepared to deal with you and they will apply to all Contracts to the exclusion of any other terms and conditions including but not limited to those which you purport to apply.
3.6 No terms or conditions endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by you to us will form part of the Contract.
4. INTELLECTUAL PROPERTY
4.1 The Products contain or display trade marks, logos and branding and other intellectual property rights which are owned by us or the relevant manufacturer or supplier of the Products.
4.2 You may not remove the trade mark, logo, branding or other marking attached to any Product.
4.3 Nothing in these terms gives you any rights in or to the trade marks, logos, branding or other intellectual property rights owned by us or any third party manufacturer or supplier of the Products.
4.4 For the purposes of this clause "intellectual property rights" means patents, inventions, know how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, semiconductor topography rights, trade marks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing off.
5. CONSUMER RIGHTS
5.1 If you are contracting as a consumer, subject to clause 7.3, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 12 below).
5.2 To cancel a Contract, you must inform us in writing. You must also return the Product(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
6. AVAILABILITY AND DELIVERY
6.1 We will use our reasonable endeavours to fulfil your order by the delivery date set out in the Confirmation or, if no delivery date is specified, then within a reasonable time of the date of the Confirmation, unless there are exceptional circumstances. We will not be liable for late deliveries.
6.2 Delivery will be made by us or our or the relevant supplier's courier service to the premises for delivery set out in the Confirmation. Delivery costs are not included in the price for the Products and are set out on our site, or in the Confirmation.
6.3 If the Product is not in stock when you order it we will inform you and you can decide whether or not to continue with the order and wait for it to be in stock or to cancel the order.
6.4 If you refuse or fail to take delivery of Products delivered in accordance with a Contract or fail to take any action necessary on its part for delivery or shipment of the Products we are entitled to terminate the Contract with immediate effect, dispose of the Products as we may determine and to recover from you any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs from the due date of delivery).
6.5 Unless otherwise expressly agreed, we may effect delivery in one or more instalments. If delivery is effected by instalments, each instalment shall be treated as a separate Contract.
6.6 If you are a business and not a consumer, Section 32(2) of the Sale of Goods Act 1979 does not apply and we are not required to give you the notice specified in section 32(3) of that Act.
7. SPECIFICATION AND BESPOKE PRODUCTS
7.1 You may order Products containing your own specification, for example art work or messages. We will not be liable for any errors in the specification that is provided by you.
7.2 You warrant that any specification provided by you does not infringe any intellectual property rights of any third party and you hereby indemnify us and keep us indemnified in respect of any claims by a third party that the specification provided by you infringes the rights of any third party.
7.3 We do not refund any Products that have been amended to incorporate your specification unless the Products are defective.
8. RISK AND TITLE
8.1 The Products will be at your risk from the time of delivery.
8.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
8.3 Until ownership to the Products passes to you under clause 8.2, you shall:
8.3.1 - keep the Products separately and readily identifiable as our property; and
8.3.2 - not attach the Products to real property; and
8.3.3 - maintain the Products in good condition.
8.4 If you are a business and not a consumer, at any time before title to the Products passes to you (whether or not any payment to us is then overdue or you are otherwise in breach of any obligation), we may (without prejudice to any other of our rights):
8.4.1 - retake possession of all or any part of the Products and enter any premises for that purpose (or authorise others to do so) which you hereby authorise;
8.4.2 - require delivery up to us of all or any part of the Products.
9. EXPORT SALES
If the Products are sold CIF or FOB or on the basis of other international trade terms, the meaning given to such terms in the International Chamber of Commerce INCOTERMS (as revised from time to time) shall apply, except where inconsistent with any of the provisions contained in these terms and conditions.
10. PRICE AND PAYMENT
10.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error.
10.2 These prices exclude VAT and delivery costs, which will be added to the total amount due as set out on the site and in our Confirmation.
10.3 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Confirmation.
10.4 We accept payment via credit or debit card, BACS, cheque or such other method as we may agree to from time to time. We reserve the right to charge a handling fee when paying by credit card, if a handling fee is applicable we will notify you of this.
10.5 If you do not have a credit account you must pay for the Products at the time of order. If you have a credit account, payment is due within 30 days of the date of our invoice.
10.6 If you are a business and not purchasing as a consumer and you fail to pay any amount due to us under any Contract on the due date, interest shall be added to such amount at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 for the period from and including the date of receipt (whether before or after judgment).
10.7 If you have a credit account and, in our view, your credit-worthiness deteriorates before delivery of the Products we may require payment in full or in part of the price prior to delivery, or the provision of security for payment by you in such form as is acceptable to us.
10.8 We reserve the right to alter or withdraw at any time any credit allowed to you.
10.9 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product's correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
10.10 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
11. IMPORT DUTY
11.1 If you order Products for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
1.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
12. OUR REFUNDS POLICY
12.1 You may return a Product to us:
12.1.1 - (if you are a consumer) because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 5.1 above). We will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us.
12.1.2 - for any reason provided it is within 30 days from the date of delivery of the Products and provided that the Products are unused and in the condition when sent to you and sent back in the original packaging. This does not apply to Products that have been ordered in especially by us for you or created or amended to your specifications and such Products cannot be returned unless faulty. Upon receipt of the Products we will examine the returned Product and will notify you of your refund (less our restocking charge) via e-mail within a reasonable period of time. You will be charged a restocking charge of 15% of the value of the Products for returns made under this clause.
12.1.3 - because it is defective. If a defect is apparent on reasonable inspection it must be returned to us within 14 days of delivery. If the defect is not apparent on reasonable inspection it must be returned to us within 3 months of delivery. We will examine the Product upon receipt and if we agree that the Product is defective we will either replace the Product or provide you with a refund. If you are a consumer and you return a Product because of a defect that we agree with, you will be refunded in full, including a refund of the delivery charges for sending the item to you and the cost incurred by you in returning the item to us.
12.2 We will not be liable for defective Products not returned within the timescales stated in clause 12.1.3.
12.3 Once you have notified us of a defect in a Product you may not use that Product.
12.4 We will not be liable for defects caused by fair wear and tear or unsuitable storage or unsuitable usage of the Product.
12.5 When you contact us to inform us of a defective Product will be advise you of whether the Product should be returned directly to us or to the relevant manufacturer of the Product.
12.6 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
13. OUR LIABILITY
13.1 We warrant to you that any Product purchased from us is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
13.2 We will use our reasonable endeavours to pass on any warranties we receive from the manufacture of the Products.
13.3 If you are purchasing as a business and not a consumer, except as set out in clause 14, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, use or failure to supply the Products are excluded to the extent permitted by law.
13.4 If you are a consumer, our liability for losses you suffer as a result of us breaking this agreement is strictly limited to the purchase price of the Product and, subject to the rest of this clause 13.4, any losses which are a foreseeable consequence of us breaking the agreement. Losses are foreseeable where they could be contemplated by you and us at the time your order is accepted by us. Please note that we shall not be liable for any loss of data or media contained on or in a Product or for any costs associated with the reconstitution of any such data or media.
13.5 We do not limit in any way our liability:
13.5.1 - for death or personal injury caused by our negligence;
13.5.2 - under section 2(3) of the Consumer Protection Act 1987;
13.5.3 - for fraud or fraudulent misrepresentation; or
13.5.4 - for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
13.6 If you are a business and not a consumer, then:
13.6.1 - our entire liability under or in connection with the use of, supply of or failure to supply the Products, whether for negligence, breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to the purchase price of the defective, damaged or undelivered Products which give rise to such liability;
13.6.2 - we shall not be responsible for any losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:
a) loss of income or revenue;
b) loss of business;
c) loss of profits or contracts;
d) loss of anticipated savings;
e) any loss of data or media contained on or in any Product;
f) any costs associated with the reconstitution of any data or media, or
g) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise.
14. DATA PROTECTION
14.1 We will process any personal information you provide to us in accordance with our privacy policy, accessible at http://www.ironmountainsupplies.co.uk/privacy.
15. CONFIDENTIALITY
15.1 You shall treat all Product, pricing, customer or business information, drawings, designs and specifications submitted to you by us as confidential and shall not disclose it to any third party without our prior written consent or use it for any purpose except where authorised to do so by us.
15.2 Clause 15.1 does not apply to information which:
15.2.1 - is at the date of disclosure or becomes at any time after that date publicly known other than by your breach of this clause;
15.2.2 - can be shown by you to our satisfaction to have been known by you before disclosure by us to you;
15.2.3 - is or becomes available to you otherwise than from us and free of any restrictions as to its use or disclosure;
15.2.4 - is required to be disclosed by law.
15.3 All drawings, designs, specifications and other particulars of dimensions or weight submitted by us are approximate only and we accept no liability for any deviation from them, nor for any errors, omissions or other defects in any such materials not prepared by us.
16. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
17. NOTICES
All notices given by you to us must be given to the Commercial Manager, Product Sales, Iron Mountain (UK) Limited at Third Floor, Cottons Centre, Tooley Street London SE1 2TT or products@ironmountain.co.uk. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 16 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
18. TRANSFER OF RIGHTS AND OBLIGATIONS
18.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
18.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
18.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
19. EVENTS OUTSIDE OUR CONTROL
19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
19.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
19.2.1 - strikes, lock-outs or other industrial action;
19.2.2 - civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
19.2.3 - fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
19.2.4 - impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
19.2.5 - impossibility of the use of public or private telecommunications networks;
19.2.6 - the acts, decrees, legislation, regulations or restrictions of any government.
19.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
20. WAIVER
20.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
20.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
20.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 17 above.
21. SEVERABILITY
If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
22. THIRD PARTIES
A person who is not party to a Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
23. ENTIRE AGREEMENT
23.1 These terms and conditions and our terms and conditions of use and our privacy policy represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
23.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
23.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these terms and conditions.
24. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
24.1 We have the right to revise and amend these terms and conditions from time to time so we recommend that you check these terms and conditions each time you make a purchase of any Products. Your continued use of the site will indicate your acceptance of the amended terms and conditions.
24.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
25. LAW AND JURISDICTION
25.1 Contracts for the purchase of Products will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales although we retain the right to bring proceedings against you for breach of these terms and conditions in your country of residence or any other relevant country.