1. UNIVAR SPECIALTY CONSUMABLES LIMITED

1.1   We are Univar Specialty Consumables Limited, a limited company registered in England and Wales under company number 00994213 with registered office at Aquarius House, 6 Mid Point     Business     Park,     Thornbury,     Bradford,     BD3     7AY and    VAT     number  GB557180334 (“USC”). In …, USC established U-PRO as its division for … (“U-PRO”).

  1. ELITE MEMBERSHIP, OUR SITE & OUR POLICIES

2.1   These U-PRO Elite Membership Terms & Conditions (“EM”) together with the documents expressly referred to tells you information about us and sets out the legal terms and conditions are between you and Univar Specialty Consumables Limited and our affiliates ("USC", “we”, "us" or “our”) and govern your and our respective rights and obligations.

2.2   Wwww.U-PRO.co.uk and any successor or replacement website (“the USC Website”), your EM and benefits are also governed by; the U-PRO website Terms and Conditions; the USC Terms and Conditions of Sale   as applicable. In case of discrepancy, the following order of interpretation shall apply:

  1. These Terms;
  2. U-PRO Terms and Conditions of Sale
  3. The U-PRO website Terms and Conditions

2.3   The EM Terms & Conditions, together with the above terms as well as any other applicable terms, conditions and limitations as expressly referred to or related to any other USC programmes, subscriptions or promotional offers provided to you for use with EM, constitute the entire agreement between you and us related to your EM membership (collectively “Terms”). Please ensure you read these Terms carefully and make sure that you understand them, before completing an EM membership. By completing an EM membership, you expressly accept these Terms.

2.4   Use of this site is governed by our Terms of Use and Privacy Policies. Personal information is only used in accordance with our Terms of Use and Privacy Policies. We ask you please take the time to read these documents as they contain important terms and information which apply to you.

2.5   If you wish to contact us, please see our. 

  1. WHY CHOOSE THE ELITE MEMBERSHIP

3.1        EM members are eligible for various benefits such as promotions on products, cashback on purchases, discounted trade insurance, and delivery benefits, inclusive of faster shipping at no additional cost or at a discounted price. Details of delivery options and other benefits and their respective terms and conditions, which may change from time to time, may be found on .

3.2        Eligible products under EM membership will be detailed on our website and may change from time to time.

3.3        Where part orders are only eligible for EM benefits, applicable delivery charges will be payable for the ineligible items. Please note that changes to orders, shipping address, delivery speed, or preferences might affect the applicability of EM benefits. Please review all orders carefully.

3.4        It is always possible that, despite our best efforts, some of the products or delivery costs to EM members and on our site may be incorrectly priced. If we discover an error in the price of the products or delivery costs you have ordered under your EM membership, we will contact you to inform you of this error and we will give you the option of continuing to purchase the products and delivery options at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we are not obliged to provide the products and delivery options to you at the incorrect lower price. 

3.5        EM benefits are subject to availability, deadlines, and delivery addresses. Handling fees, and taxes may apply to eligible purchases. Certain delivery characteristics, such as heavy/bulky, oversized or containing hazardous materials, may be excluded.

3.6        Products purchased by EM members are not permitted for the purpose of resale, rental, or to shipment to their own customers or potential customers using the same EM membership benefits.

  1. THE MEMBERSHIP

 

4.1        EM is a membership program offering benefits and services to its members as set out in these Terms.

 

4.2        EM membership is only available to consumers aged 18 years or older. There is a limit of one EM membership per household or business.

4.3        To the extent permitted by law, we reserve the right to accept or refuse or terminate your membership.

4.4        On receipt of your payment of the EM membership fee, YOU ARE EXPRESSLY REQUESTING WE BEGIN YOUR EM MEMBERSHIP WITHIN YOUR 14-DAY CANCELLATION PERIOD. The EM membership fee is non-refundable except as set forth in these Terms.

4.5        You may withdraw your EM membership within 14 days of our receipt of payment of the membership fee. Please refer to clause 6.2.1 Termination for details.

4.6        Unless you notify us before the expiry of your current membership that you want to end at this date or cancel your membership, we will automatically charge the applicable periodic membership fee in force at that time using your preferred payment method. Where your account payment methods are declined, you must provide us a new eligible payment method within 30 days or your membership will be cancelled.

4.7        Details about the membership model you are subscribed will be detailed in your account. Current applicable membership fees, membership models and duration of the EM membership will be detailed on

  1. OUR RIGHT TO VARY THESE TERMS

5.1        We may revise these Terms, or any part of the EM membership, at any time and for any reason and in particular in the following circumstances: for changes in membership fees (any increase in membership fee shall not apply before the expiry of any existing membership period) in how we accept payment from you; for changes in relevant laws and regulatory requirements; to enhance existing or additional features to the EM membership; for reasons of security; as and when required and in which case notice of revisions will appear on our website and remind you of your rights.

5.2        Where any change is found invalid or unenforceable for any reason, such change is severable and shall not affect the validity and enforceability of any existing Terms, remaining changes or conditions.

5.3        You shall be entitled on notice to reject any changes affecting your EM membership. Your rights of termination of the EM membership are reserved.

  1. TERMINATION AND REFUNDS

6.1        Termination by us

6.1.1     We may terminate your EM membership at any time and for any reason with 14 days’ notice.  Any refund payable under such termination shall be based on any time remaining on your unexpired EM membership period.

6.1.3     We may terminate your EM membership immediately on notice if we reasonably consider your use of the membership is fraudulent or in breach of any applicable law or these Terms. You will be informed of the termination of your EM membership and your right to appeal. No refund shall be payable under such termination.

6.2        Termination by You

6.2.1     You can withdraw your EM membership within the 14-day period detailed under clause 4.5, by Contacting Us. To meet the withdrawal deadline, you are obliged to send your communication concerning your exercise of the right of withdrawal to us by e-mail to before the withdrawal period has expired. We will confirm receipt of this by contacting you in writing, normally by e-mail. If you have not taken advantage of any of the EM benefits within the membership period, we will refund this membership fee in full. Alternatively you may only be eligible for a partial refund of the membership fee based on your benefits usage by you within the membership period. EM memberships redeemed through a promotional or gift code are not refundable.

6.2.2     You may any time to cancel your EM membership. If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail at: . We will confirm receipt of this by contacting you in writing, normally by e-mail. If you have not taken advantage of any of the EM benefits within the membership period, we will refund this membership fee in full. Alternatively you may only be eligible for a partial refund of the membership fee based on your benefits usage by you within the membership period. EM memberships redeemed through a promotional or gift code are not refundable.

  1. OUR LIABILITY TO YOU

7.1        Nothing in these Terms will limit or exclude our liability for any damage you suffer as a result of negligence or wilful misconduct by us, including by our directors and legal representatives.

7.2        Nothing in these Terms affects your statutory rights as a consumer or excludes or limits our liability for damages from death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or other matters for which liability may not be limited or excluded under English law.

7.3        In no circumstances shall we be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any loss (whether direct or indirect) of profits, goodwill or business opportunity or for any indirect, special or consequential loss (whether or not reasonably foreseeable by either party and even if we had been advised of the possibility of you incurring the same) which arises out of or in connection with the Contract.

 

7.4        We are liable only for proven breaches of our obligations under these Terms which are essential for you to rely on when becoming a member of EM. In this instance, we can only liable for losses and damage that were foreseeable to both parties on you becoming a EM member.

 

 

  1. EVENTS OUTSIDE OUR CONTROL.

8.1      An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, default or failure of suppliers or subcontractors or anything directly or indirectly interfering with the goods or services (including but not limited to the price or supply of raw materials, services or any other goods relating to the Terms) or the manufacture, supply, shipment, arrival or delivery of the goods.

8.2        We will not be held responsible or liable for any failure of or delay in the performance of our obligations under these Terms for the period that such failure or delay is beyond our reasonable control, materially affects the performance of any of obligations under this agreement, and could not reasonably have been foreseen or provided against.

  1. OTHER IMPORTANT TERMS

9.1        We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you by posting on our webpage if this happens.

9.2        You may not transfer or assign your EM membership or any benefits including promotion codes for EM memberships or benefits, except as expressly allowed in these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

9.3        These Terms are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.

9.4        If we fail to insist that you perform any of your obligations under these Terms, 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 and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

9.5        Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them   are   unlawful   or   unenforceable,   the   remaining   paragraphs   will   remain   in   full   force   and   effect.

9.6        You and we both agree to comply with all applicable laws, statute, and regulations relating to competition, anti- corruption and anti-bribery including, but not limited to, the Bribery Act 2010; You acknowledge that you have access to, and reviewed, a copy of the Univar Code of Conduct, Trade Compliance Policy, Anti-Bribery Policy Anti-Trust and Corruption Policy at http://www.univarsolutions.com/about-us and shall adhere to the principles contained therein, and any further compliance policies provided, as updated from time to time.

9.7        If you are a consumer, please be aware that these Terms are governed by English law. This means a Contract for the purchase of Products through our site and any dispute or claim arising out of or in connection with the Contract or any matter related to it will be governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction.

9.8        If you are a business, these Terms are governed by English law. This means that a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.