Terms and Conditions of Sale
1. DEFINITIONS
1.1. The term "Seller" means ultralife Limited,
Printers End, Gatehouse Way, Aylesbury, Bucks, HP19 8DB
1.2. The term "Buyer" means the person(s) who buys
or agrees to buy the goods from the Seller.
1.3. The term “Order” shall mean the purchase
order issued by the Buyer to the Seller for the purchase of
the goods by any of the methods made available by the seller
for the buyer to use for placing such orders.
1.4. " Conditions " means the terms and conditions
of sale set out in this document and any special terms and
conditions agreed in writing by the Seller.
1.5. The term "Delivery Date" means an approximate
date specified by the Seller when the goods are to be delivered.
1.6. The term "Goods" means the products, which
the Buyer agrees to buy from the Seller, and does not include
any shipping or delivery costs charged by the Seller to deliver
those products to the Buyer.
1.7. The term "Price" means the price for the goods
excluding carriage, packing, insurance and VAT.
1.8. The term “Order Confirmation” shall refer
to the email that is sent by the Seller to the Buyer once
the Seller has accepted the Buyer’s order. The Contract
will then be deemed complete and will be deemed for all purposes
to have been effectively communicated to the Buyer at the
time the Seller sends this e-mail to the Buyer (whether or
not the Buyer receives that e-mail)
1.9. “The contract” shall mean the contract between
the Seller and the Buyer, consisting of the Order, the Order
Confirmation, the Conditions, but not any terms and conditions
of purchase, other than these conditions, incorporated in
or referred to in a purchase order.
1.10. The term “Best Before” date means the date
that the Seller allocates to any perishable Goods, allocated
on a batch by batch basis, and as labelled on the Goods with
their production batch number. For these Conditions to apply
to the Best Before date, the goods must be stored by the Buyer
in a cool dry location, below 25ºC.
2. GENERAL
2.1. These conditions shall apply to all contracts for the
sale of Goods by the Seller to the Buyer. Any order received
from the Buyer is subject to acceptance by the Buyer, who
reserves the right to decline any order.
2.2. Acceptance of delivery of Goods shall be deemed conclusive
evidence of the Buyer's acceptance of these Conditions.
2.3. Any variation to these Conditions (including any special
terms and conditions agreed between the parties) shall be
inapplicable unless agreed in writing by the Seller.
2.4. These conditions supersede any other terms and conditions,
including any terms or conditions, or descriptions, or statements
as to the delivery, quality or performance of the goods or
their suitability for any purpose appearing in any advertisements,
catalogues, or other literature relating to the goods and
override and exclude other terms and conditions, descriptions
and statements as to quality and performance or suitability
of the goods stipulated or referred to by the buyer whether
in a purchase order or otherwise.
2.5. No representative or agent of the seller has any authority
to agree any terms or make any representations that are inconsistent
with these conditions. The seller will not be bound by any
statements made by any person purporting to act on the seller's
behalf as to these conditions or any statements as to the
delivery, quality, performance or suitability of the goods
unless any such statement is specifically confirmed in writing
by a duly authorised officer of the seller and annexed to
the contract.
3. THE CONTRACT PRICE AND PAYMENT
3.1. The price shall be the Seller's quoted price. Prices
shown on the Sellers official documentation and in the on-line
shop are inclusive of VAT, but the contract price is exclusive
of VAT, which shall be due at the rate ruling on the date
of the Seller's invoice, and inclusive of any carriage charges.
The Seller reserves the right to amend prices at any time
without prior notice, although doing so will give the Buyer
the right to cancel any unconfirmed orders without any penalty.
3.2. Unless agreed by the Seller as an official annex to the
Contract, payment shall be due and payable on the date of
the Order, prior to despatch of the Goods.
3.3. Interest on any overdue invoices shall accrue from the
date when payment becomes due from day to day until the date
of payment at a rate of 6% above Barclays Bank Plc's base
rate from time to time in force and shall accrue at such a
rate until full payment is received.
4. THE GOODS
4.1. The quantity and description of the goods shall be as
per the Order placed by the Buyer.
4.2. The buyer will ensure that the goods purchased are suitable
and compatible with their requirements.
4.3. The Seller undertakes that the goods will conform to:
a) The Seller’s normal standards of manufacture;
b) The requirements of any legislation in force at the time
the order was placed by the Buyer.
5. DELIVERY OF GOODS
5.1. Delivery of Goods shall be made to the Buyer's address
on the Delivery Date. The Buyer shall make all arrangements
necessary to take delivery of the Goods whenever they are
tendered for delivery.
5.2. Where the goods are being despatched via a carrier the
time quoted shall be for a nominal service and not guaranteed
within a time scale. No refund in full or part shall be offered
as a result of late delivery by the carrier. Where an order
has to be re-routed to an alternative delivery address, the
seller reserves the right to make additional charges.
6. PASSING OF PROPERTY
6.1. The property in the goods shall not pass to the buyer
until payment has been received by the seller in full for
the goods and for any other goods supplied by the seller or
any associated company of the seller to the buyer.
6.2. For the purpose of this clause the buyer undertakes that
until the buyer has made payment in accordance with sub-clause
6.1
a) not to remove deface or cover up any identification marks
on the goods or marks indicating that the goods are the property
of the seller;
b) to store the goods separately from those belonging to the
buyer or others;
c) to allow the seller unrestricted access to the buyer's
Works or other place where the goods are stored for the purpose
of removal of the goods.
7. PASSING OF RISK
7.1. The risk in the goods shall pass to the buyer on delivery
as defined in clause 5 above.
8. RIGHT OF CANCELLATION FOR DISTANCE SELLING
8.1. This clause applies only to non-face to face contracts
where the Buyer is acting as a consumer.
8.2. This clause does not apply in the following circumstances:
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a) Where the Buyer is a Business;
b) Where goods are ordered by Distance Selling and then collected
from the Seller's premises;
c) Where goods have been opened, used, installed, packaging
defaced or are in a non re-sellable condition as new;
d) Where a service has been provided in configuring goods
to the Seller's requirements;
e) Special Order - When good(s) have been ordered specifically
for the consumer, the consumer will not have the right to
cancel these good(s).
8.3. Where the consumer wishes to exercise their rights of
cancellation, no goods are to be opened, used, installed,
packaging defaced or returned in a non re-sellable condition
as new.
8.4. Notification of cancellation is to be given in writing
within 14 working days, from the day after the receipt of
goods, sent to the address as detailed in clause 1.1.
8.5. It will be the Buyers responsibility at his expense,
to return the goods, carriage paid, to the Seller within 14
days from the date of notification of cancellation. The Buyer
must make reasonable efforts to ensure that the goods arrive
at the Seller’s premises with the packaging not defaced
and in a re-sellable condition as new, otherwise the right
of cancellation will be void and the goods will be made available
for collection, or there may be an extra charge for redelivery.
8.6. The refund will be processed within 30 days from the
receipt of written notification of the cancellation, subject
to meeting IN FULL all the requirements as set out in this
clause.
9. ACCEPTANCE OF GOODS
9.1. The Buyer shall be deemed to have accepted Goods 7 days
after delivery to the Buyer.
9.2. The Buyer shall advise in writing within 7 days of receipt
of the Goods any discrepancies in specification from the Goods
ordered, after which it shall be deemed acceptance of the
goods as the specification supplied. After this period, the
Buyer shall not be entitled to reject Goods that are not in
accordance with the Contract. The buyer must check the specification
of goods received against the goods ordered prior to using
the Goods, as this will deem acceptance.
9.3. The Seller will not consider any claims for shortage
of delivery or damage in transit unless written notice is
given to the carrier and Seller within three days of the receipt
of goods. In this condition time shall be deemed to be of
the essence.
9.4. The Seller undertakes to deliver remotely ordered goods
to the delivery address, as opposed to an individual. A signature
provided by an individual at the delivery address will deem
acceptance of goods. Where the buyer has signed for the goods
as "Received In Good Condition", any claim will
only be honoured on the basis of a full or part refund claim
via the carrier being successful.
10. WARRANTIES AND LIABILITY
10.1. The Seller shall replace at the seller's option any
of the goods which are, or which become, defective within
their Best Before date, provided that the buyer shall have
notified the seller in writing of such defect and have given
the seller a reasonable opportunity to inspect the defective
goods.
10.2. All expenses incurred by the seller in connection with
replacement of the defective goods, including all costs of
transportation, shall be paid by the seller.
10.3. The Seller's liability in respect of defects in the
goods shall be limited to those stated in this clause and
subject to Clause 2(1) of the Unfair Contract Terms Act 1997,
the seller shall not be liable whether in contact or in tort,
including but not limited to negligence, or by reason of breach
of statutory duty or otherwise, for any damage or loss whatsoever
suffered by the buyer arising out of or attributable to such
defects.
11. LIMITATION OF LIABILITY
11.1. The obligations and liabilities of the seller in respect
of the description of the goods, the quality of the goods
or their fitness for purpose are limited to those which are
expressly stated in clauses 9 and 10 above. All conditions,
warranties and intermediate terms relating to the description
of the goods, their quality and their fitness for purpose
implied by common law or by statute or otherwise are hereby
excluded from the contract.
11.2. Neither party shall be liable to the other for any indirect
or consequential loss or damage, loss of profit, loss of use
or production or of contracts which the other may suffer arising
out of any breach by a party of its obligations under the
contract and whether the same be due to the negligence of
that party or not.
12. NON TRANSFERABILITY
12.1. The contract is not transferable in any way whatsoever.
12.2. Any warranties or guarantees the seller offers are for
the benefit of only the buyer, and are also not transferable
in any way. If the buyer chooses to resell or pass on ownership
of the goods, then any warranties or guarantees become void.
13. FORCE MAJEURE
The Seller shall not be liable in any respect whatsoever for
delay in the performance of, or the failure to perform, any
obligation pursuant to any order or contract, in each case,
as a result of circumstances beyond its control. If such circumstances
delay or prevent the performance of any obligation under any
order or contract for 30 days or more, the Seller shall be
entitled by written notice to cancel or terminate such order
or contract or its outstanding obligations.
14. SET-OFF
The buyer shall not be entitled to exercise any right of set-off
or counter-claim.
15. LAW
15.1. If it becomes necessary for a court to enforce these
terms and conditions and any of these terms is found to be
invalid, void or unenforceable, this will not affect the remainder
of these terms, which shall remain in full force and effect.
15.2. The contract and these Terms and Conditions shall be
governed in all respects by, and in accordance with, current
English Law, and you accept the non-exclusive jurisdiction
of the English Courts.
15.3. Your statutory rights are not affected by anything in
these terms.
16. DISPUTE RESOLUTION
if any dispute or difference shall arise between the parties
in connection with or arising out of the contact which cannot
be settled amicably between the parties, then either party
shall give to the other 14 days' written notice to such effect
and such dispute or difference shall be referred to a single
arbitrator agreed between the parties within 14 days of the
date of the said written notice, or in default of agreement,
as may be nominated by the President for the time being of
the Chartered Institute of Arbitrators.
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