| General
Terms and Condition of Trading with Oui2 Limited
1.Definitions in these conditions
of sale
(a) The "Company" shall mean OUI2 Limited and its successors
and assignees and will include any subsidiary, parent or other company
which is associated with or affiliated with it.
(b) The "Conditions" shall mean these Conditions of Sale.
(c) The "Purchaser" means the Company, Firm or Individual
who buys or has agreed to buy goods.
(d) The "Quotation" shall mean any quotation addressed
to the Purchaser by the Company including quoted products and prices
published in any website, catalogue or promotional documentation
provided by the Company.
(e) The "Goods" shall mean items of any nature that the
Purchaser buys or has agreed to buy from the Company.
(f) The term "Liability Whatsoever" shall include, without
prejudice to the generality of the expression all liability in tort,
contract, breach of representation of implied warranty or condition
or any other duty at common law or under the expressed terms of
the contract including any liability for direct, indirect or consequential
loss including but not limited to loss of profit or damage of any
kind howsoever caused or arising. The said term will, however, not
apply to liabilities in respect of death or personal injury.
(g) The "Company's Recommendations for Use" means the
Company's recommendations for use (if any) contained in the Company's
published literature current at the time of the quotation.
(h) "Special Orders" are such Goods that have been provided
by the Company upon the specific specification and/or requirements
of the Purchaser and which are not ordinarily provided by the Company
or advertised by the Company.
1.1 Nothing in these Conditions
shall exclude or restrict the Statutory Rights of a Purchaser who
deals as a consumer within the meaning of the Unfair Contract Terms
Act 1977 as amended.
1.2 Clause headings are for information
only and shall not affect (nor be treated or interpreted so as to
affect) construction of these Conditions.
2. General
(a) Unless otherwise agreed in writing between the parties acceptance
of the Quotation must be communicated by the Purchaser to the Company
within twenty eight days from the date of the Quotation in order
to constitute a binding contract
(b) The placing of an order (whether orally or in writing) and whether
or not based on a Quotation shall be deemed subject to the Conditions
which shall apply to the exclusion of any other provisions contained
in any other document issued by the Purchaser and without prejudice
to the generality to the foregoing, contained in any order sent
by the Purchaser. All orders are accepted only upon the Company's
terms and conditions of sale which shall prevail over any terms
and conditions in the Purchaser's documentation which are inconsistent
with those of the Company. The parties agree to be bound by the
Company's terms and conditions subject to any written authorised
variation, cancellation or waiver.
(c) No modification or amendment of the Conditions shall be binding
upon the Company unless agreed to in writing by a duly authorised
signatory on behalf of the Company.
(d) Unless otherwise agreed in writing all descriptions, specifications,
drawings and particulars of weights and dimensions submitted by
the Company or otherwise contained in the Company's catalogues,
brochures, price lists or any other published matter are approximate
only and do not form part of a contract or give rise to any independent
or collateral liability whatsoever upon the part of the Company
being intended merely to present a general idea of the Goods as
described therein.
(e) The Company shall not be responsible for the capacity or performance
of any Goods, materials, machinery or other item supplied to or
carried out for the Purchaser or the suitability or fitness for
purpose or any purposes unless specifically agreed in writing between
the parties.
(f) Save as herein provided the Company shall accept no liability
for any loss or damage consequential or otherwise attributed to
the act, negligence or defaults of the Company or its servants or
agents.
3. Reference Numbers
Where makers' part numbers are quoted, these are for reference and
description purposes only and for the avoidance of doubt does not
mean that the parts referred to are genuine spare parts made or
used by any manufacturer.
4. Terms of Payment
(a) Unless otherwise agreed, the Purchaser will pay for all goods
in advance of receipt by either cash, cheque or using the Worldpay
system available via our website, or by such other form of cleared
funds as agreed by the Company.
(b) Where payment is made by cheque it shall not be deemed to have
been made until the cheque has been honoured by the drawer's bank
and cleared in the Company's bank account.
(c) Failure to pay the price for any goods supplied or any part
of the price thereof or any other monies payable by the Purchaser
under these conditions will entitle the Company without prejudice
to the Company's other rights or remedy to refuse to make delivery
of any further consignment of Goods under this contract or Goods
under any other contract and/or to cancel any uncompleted order
without reference to the Purchaser and such action shall not be
regarded as a breach of these terms and conditions and no liability
whatsoever whether direct or indirect or consequential) shall attach
to the Company in relation thereto whether by means of any counterclaim,
set off, indemnity or by any other means howsoever arising.
5. Prices
(a) Unless otherwise stated the price of the Goods in respect of
contracts for delivery in Great Britain excludes the cost of delivery.
Any and all charges for VAT or other applicable taxes and duties
and costs including costs of carriage as determined by the Company
at date of dispatch shall be payable by the Purchaser to the Company.
(b) The Purchaser shall not be entitled to make any deduction from
the price of the Goods in respect of any set-off or counterclaim
or indemnity or otherwise unless expressly agreed in writing by
the Company.
(c) Unless otherwise stated in writing any Quotation is based on
the current cost of materials, labour, transport, overheads and/or
other charges and the price quoted is subject to fair adjustment
reflecting any alteration in the cost of materials, labour, transport,
overheads or other charges incurred by the Company during the period
between the date of the Quotation and the date of dispatch.
6. Transfer of Property
(a) Legal and beneficial ownership of Goods shall remain with the
Company until full payment for the Goods and/or other charges arising
under these conditions has been made in full. The risk as to loss
or damage of the said Goods shall, however, pass to the Purchaser
upon delivery thereof. Until beneficial ownership of the said Goods
passes the Purchaser shall keep the Goods free from any charge,
lien or other encumbrance.
(b) The Purchaser accepts that until full payment of the purchase
price and/or other charges arising under the conditions has been
made for the said Goods the Goods are held by the Purchaser in a
fiduciary relationship as bailee of the said Goods on behalf of
Company.
(c) Whilst any payment in respect of the said Goods howsoever and
wheresoever arising remains outstanding the Company may at any time
and from time to time until ownership has passed require the said
Goods to be returned to the Company and the Company may take possession
of the Goods and may enter the premises of the Purchaser for such
purpose and sever the Goods from anything to which they are attached
without being liable or responsible for any damage howsoever arising
thereby caused. Such return or retaking of possession of the said
Goods shall be without prejudice to the obligations of the Purchaser
under these conditions and without prejudice to the general rights
of the Company.
(d) The Company's right to take legal action in respect of any outstanding
sums in respect of the price of the Goods and/or other costs shall
remain with the Company notwithstanding that beneficial ownership
of the said Goods has not passed to the Purchaser.
(e) The Company or any person nominated by it shall at any time
and from time to time until the payment in full of the purchase
price and/or other charges for the Goods have full access to the
Purchaser's books of accounts and documents and papers relating
to any one or more of the following:-
(I) the Purchaser's dealings with the Company.
(ii) the Purchaser's dealings with the Goods.
(iii) the Purchaser's dealings with the proceeds of sale of the
Goods.
7. Risk
(a) The Goods shall be at the Purchaser's risk from the occurrence
of the first point of time of any of the following events:-
(I) The physical delivery of the Goods to the Purchaser at the Company's
place of business; (ii) The physical delivery of the Goods to the
Purchaser's carrier; or
(iii) The physical delivery of the Goods to the Purchaser's place
of business or home or such other address as notified by the Purchaser
to the Company.
(b) The Goods shall remain at the Purchaser's risk not withstanding
any subsequent return or retaking of possession by the Company in
accordance with these conditions.
8. Delivery
(a) Unless otherwise stated in writing any time or date for the
delivery shall run from the date on which acceptance of the order
is communicated to the Purchaser. The Date stated for delivery that
may be given is intended as an estimate only and will not be a contractual
obligation and such time or other time for collection or delivery
shall not be deemed to be of the essence in respect of this contract.
Failure to deliver by any particular time or date will not entitle
the Purchaser to cancel the contract nor shall the Company be liable
for any loss or liability whatsoever or howsoever arising in respect
hereof.
(b) The Company shall not be responsible for any delays caused by
inclement weather, through its suppliers, human error or any other
factor beyond its reasonable control. Without prejudice to the generality
of the foregoing the following shall be regarded as forces beyond
reasonable control:-
(1) an act of God, explosion, flood, tempest, fire or accident;
(2) war, threat of war, sabotage, insurrection, civil disturbance
or requisition;
(3) acts, restrictions, regulations, bye-laws, prohibitions or measures
of any kind on the part of any government, parliamentary or local
authority;
(4) import or export regulations or embargo;
(5) strikes, lock outs or other industrial actions or trade disputes;
(6) difficulties in obtaining raw material, labour, fuel, parts
or machinery;
(7) power failure or breakdown of machinery;
(8) failure by the Purchaser to collect Goods or to provide safe
and/or adequate storage conditions on site.
(c) Delivery of the Goods shall be deemed to have taken place upon
the first point in time of any events specified in Conditions 7(a)
above. Signature of any delivery note by an agent, employee or representative
of the Purchaser or by any independent person shall be conclusive
proof of delivery of the Goods.
(d) Without prejudice to any rights of the Company hereunder, if
the Purchaser shall fail to give on or before the agreed date for
delivery all instructions reasonably required by the Company and
all necessary documents, licences, consents and authorities (which
the Purchaser is obliged under the Conditions or by law to obtain)
for forwarding the Goods or shall otherwise cause or request delay,
the Purchaser shall pay to the Company all costs and expenses incurred
arising from such delay.
(e) Unless otherwise stated in writing the Company shall be entitled
to make partial delivery or deliveries by installments and if requested
by the Purchaser to arrange carriage, to determine the route and
manner of delivery of the Goods at their own discretion and shall
be deemed to have the Purchaser's authority to make such contract
or agreement with any carrier as to the Company may seem reasonable
and prudent. If the said route involves sea transit the Company
shall not be obliged to give the Purchaser any specific notice.
The Company will, however, at the request of the Purchaser and at
the Purchaser's expense, arrange marine insurance of the Goods and
report shipment of the Goods to the insurers but shall not be under
any liability whatsoever for any error in complying with such request
or omission in respect of the same.
(f) If the Company is prevented from making delivery of the Goods
or any part thereof on the agreed date of delivery by any cause
whatsoever it shall be entitled at its option either to cancel the
contract or to extend the time or times for delivery by a period
equivalent to that during which such delivery has been prevented.
Such alterations are without prejudice to the generality of the
foregoing clauses in respect of matters that are outside the Company's
control.
(g) Where delivery of the Goods is made in installments, each installment
shall be construed as constituting a separate agreement to which
all the provisions in the Conditions shall apply.
(h) If the Purchaser has been notified by the Company of the Company's
ability to supply the Goods and a collection date has been notified
to the Purchaser in writing any Goods which remain on the Company's
premises after the said collection date due to the failure by the
Purchaser to take delivery on the agreed dates and times will be
held by the Company solely at the Purchaser's risk and expense and
without prejudice to the generality of the foregoing the Company
may charge the Purchaser for the reasonable cost of storage and
insurance in respect of the same in addition to the Company's rights
to charge for payment for work carried out, material used or ordered
and any other additional costs incurred by the Company howsoever
and wheresoever arising in respect thereof.
(I) No title of any goods, materials or work done (including, for
the avoidance of doubt, any intellectual property rights including
copyright) shall pass to the Purchaser from the Company until payment
in full has been received by the Company of the purchase price and
any related costs or charges applying in accordance with these conditions.
9. Returns
For full details of ou policy on returns please see our Returns
Policy section.
10. Cancellation - Special Orders
The Company shall be entitled to full indemnity for all costs, losses
and expenses incurred upon the Purchaser cancelling any special
order which the Company has accepted. Special Orders accepted by
the Company may not be cancelled by the Purchaser without the Company's
prior written consent and in the event of such consent being given,
the Company reserves the right to charge a cancellation fee as a
condition thereof. Special Order Goods may not be returned after
dispatch by the Company to the Purchaser without the prior written
consent of the Company and in the event of the Company giving such
consent (subject to the Goods not having deteriorated, depreciated
or have been damaged) the Company reserves the right as a condition
of such consent to charge a restocking fee.
11. units
The Company will arrange carriage of Goods if requested to do so
by the Purchaser. However, the Purchaser is entitled to collect
or arrange their own carriage at a time suitable to the Company.
If requested by the Purchaser, the Company will endeavour to meet
special delivery requirements subject to any additional costs being
incurred thereby being borne by the Purchaser.
12. Changes required by the Purchaser
causing loss or expense to the Company
All and/or any losses, costs or charges incurred by the Company
due to changes required or made by the Purchaser in respect of materials,
design, quality or delivery from those set out in the acceptance
of the Order shall be immediately payable to the Company by the
Purchaser and the Company will be under no liability in respect
of any defects in the goods arising from any drawing, plan, design
or specifications supplied by the Purchaser or their failure to
meet any purpose or requirement of the Purchaser unless such purpose
or requirement was made known to the Company at the time the Purchaser
placed the order for such Goods and was agreed in writing by the
Company.
13. Force Majeure
Notwithstanding any other provisions contained in these conditions
should the manufacture, processing, supply or dispatch of the whole
or any part of the Goods contracted for be prevented or hindered
by any cause or causes whatsoever beyond the Company's reasonable
control the Company shall be entitled at its sole discretion to
cancel the contract or to postpone or suspend any delivery or deliveries
under the contract until such time as the Company have deemed such
cause or causes have ceased to operate. The Company shall not be
under any liability to the Purchaser in respect of any such cancellation,
postponement or suspension in respect of any matters beyond its
reasonable control including and without limiting the foregoing
any acts of God, legislation, war, fire, flood, drought or other
natural calamity, failure of power supply, lock out, strike or other
action taken by employees of the Company or any of the Company's
suppliers or carriers or sub-contractors in contemplation or furtherance
of a dispute or owing to any inability to procure materials required
for the performance of the contract or arising from any government
act which directly or indirectly interrupt, prevent or hinder the
due performance of the said contract.
14. Indemnity against infringement
of industrial property rights
The Purchaser will fully indemnify and hold the Company harmless
against any claim or liability in respect of any infringement or
alleged infringement of any patent, trademark, registered design
or any other like claim resulting from compliance with the Purchaser's
instructions either expressed or implied.
15. Data Protection
We may be required to hold personal information provided by you
and other information relating to you. For full details please see
our Privacy Policy.
16. Notices and other matters
Any notice required to be given by either party to the other under
these conditions shall be in writing and addressed to that other
party at its registered office or last known principal place of
business or such other address as may at the relevant time be notified
pursuant to this provision to the party giving the said notice.
17. No waiver of the Company of
any breach of the terms of the contract or these conditions by the
Purchaser shall be considered as a waiver of any subsequent breach
of the same or any other provision.
18. Any provision of these conditions
that may be held by any competent authority to be invalid or unenforcable
in whole or in part will not render invalid such other provisions
of these conditions and the remainder of the provision in question
shall not be affected thereby.
19. The Company reserves the right
to sub-contract the performance of any obligations under these conditions
to a sub-contractor of their choice.
20. Law and jurisdiction
The law of England and Wales shall apply and the English or Welsh
Courts shall have sole jurisdiction in respect of any claim or dispute
in any way arising from the sale of Goods or the supply of services
under these terms by the Company to any customer in any part of
the world. |
