Terms & Conditions

Definitions
Conditions
New accounts
Orders
Delivery
Inspection, defects and non-delivery
Prices
Payment
Returns
Consumer contracts regulations
Description
Risk and Ownership
Performance and fitness for purpose
Warranty/Guarantee
Exclusion of Liability
Intellectual property rights
Use of personal data
Promotions
Country of origin
Export
Prohibited Applications
Force Majeure
Recording of telephone calls
Legal Construction
General

1. Definitions

The following definitions shall apply in these terms and conditions:

“Catalogue” means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out.

“Company” SenseAbility Limited.

“Conditions” means these terms and conditions.

“Contract” means any contract between the Company and the Customer for the sale and purchase of any of the Supplies.

“Customer” means the person(s) or company whose Order for any of the Supplies is accepted by the Company.

“Goods” means any goods supplied or to be supplied by the Company to the Customer.

“Order” means the Customer’s order for the purchase of any of the Supplies by the Company as set out in the Company’s order form, the Customer’s written acceptance of the Company’s quotation, or placed via fax, email or the Company’s online ordering facility.

“Services” means any services supplied or to be supplied by the Company to the Customer.

“Supplies” means any Goods and/or Services.

“Tangible Goods” means any physical Goods supplied or to be supplied by the Company to the Customer.

“VAT” means added tax or any similar sales tax imposed in any other jurisdiction.

Any reference within these Conditions to:

“in writing” includes electronic communications; and

“despatch” or “despatching” means (i) in the case of any Tangible Goods, the time that such Tangible Goods are sent by the Company for delivery to the Customer by any form of carriage.

2. Conditions

All Orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the these Conditions or any other document produced by the Customer.

If there is any conflict between:

the other provisions of this Catalogue and these Conditions; or

the provisions of any Order and these Conditions,
4UB
then these Conditions will prevail unless the Company agrees otherwise in writing.

Together with any terms accepted by the Company in connection with an Order these Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.

3. New accounts

A Customer wishing to open a account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any facilities.

4. Orders

The Company reserves the right to decline to trade with any company or person..

Without limiting the generality of Condition 4, Orders for Goods which are not included in the Catalogue or are non-stock items or are customised order Goods, may not be cancelled by the Customer.

5. Delivery

Delivery of Tangible Goods

The Company will use all reasonable endeavours to despatch Tangible Goods ordered before 1pm Monday to Friday on the same day and all Tangible Goods ordered after such times the next working day, provided that those Tangible Goods are in stock.

Where Tangible Goods ordered are not included in the Catalogue or are non-stock items or are customised order Goods, it may not be possible for the Company to arrange next day despatch but the Company will make reasonable endeavours to notify the Customer of the lead times for such Tangible Goods, where known.

Delivery of All Goods

The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 6 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance.

Time for delivery and/or performance will not be of the essence and the Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment in full has been received in cleared funds. Where despatch is delayed for such reasons, the Company will use reasonable endeavours to inform the Customer

When a shipment is returned to our warehouse because the shipping address was incorrect, the shipment was refused, the shipment wasn’t collected at a pick-up-point or the customer has ordered the incorrect product the order amount will be refunded without the shipping costs made by SenseAbility Limited

6. Inspection, defects and non-delivery

The Customer must inspect any Goods as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in Condition 14 below, the Company shall not be liable for any defect in any of the Supplies unless written notice is given to the Company within 10 calendar days of the date of inspection.

The quantity of any consignment of Tangible Goods, as recorded by the Company upon despatch from the Company’s place of business; or shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide evidence to the contrary that is reasonably satisfactory to the Company.

The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 10 calendar days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to Condition 15.1 below, the liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with Condition 6 will be limited to replacing the defective Goods or re-performing the defective Services within a reasonable time or to refunding the price paid in respect of such defective Goods and/or defective Services.

7. Prices

The Company has used all reasonable endeavours to ensure that prices for Supplies are accurately set out in the Catalogue but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an Order is accepted. Where Supplies are to be made in instalments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time the Order is received but, where Scheduled Deliveries continue for a period of 90 calendar days or more from the date the Order is received, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of the Scheduled Delivery period.

Orders for Goods are usually accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its Order and the pricing error could have reasonably been recognised by the Customer as a mispricing.

8. Payment

All payments are in Pound Sterling, Euros and US Dollars.

SenseAbility Limited offers the following payment options: Bank transfer, visa debit online

Invoices will be sent electronically to the email address provided during the account application process. This can be changed or a printed invoice requested by contacting SenseAbility Limited

9. Returns

Subject to the provisions of Condition 9 and Condition 10, the Company operates a 14 calendar day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 14 calendar days of despatch.

Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns material authorisation number (‘RMA’).

All Goods are returned at the Customer’s risk and expense and should be undamaged and in their original packaging (if applicable). The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.

The Customer should return Tangible Goods to SenseAbility Limited 10 Stuart Drive, Colwyn Bay, LL28 4UB clearly quoting the returns material authorisation number (RMA) on the outside of the package.

10. Consumer contracts regulations

The Customer may, provided he or she has taken reasonable care of the Goods, return the Goods and be repaid the price paid in respect of them within 14 calendar days of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 14 calendar day period to SenseAbility Limited 10 Stuart Drive, Colwyn Bay, LL28 4UB, clearly quoting the returns material authorisation number (RMA) on the outside of the package.

Goods should be returned within the return policy time period set out in Condition 9 with proof of posting and with postage tracking enabled and the Customer is responsible for payment of all postage costs. The Customer is responsible for the care and custody of the Goods pending their return or collection. Following receipt of Goods which comply with this Condition 10, the Company will refund to the Customer the price paid in respect of the Goods.

11. Description

All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in the Catalogue, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract.

If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and, subject to Condition 15.1, accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation. Without prejudice to Condition 11, Customers are recommended to check the Company’s website for the latest Descriptions of the Goods.

12. Risk and ownership

Risk in the Goods

The risk of damage to or loss of Goods will pass to the Customer:

in respect of Tangible Goods, when the Tangible Goods are unloaded from the Company’s carriers at the Customer’s premises; and

Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold such Goods on a fiduciary basis as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an Order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.

13. Performance and fitness for purpose

The Company accepts no liability for any failure of any of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise.

The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s. Any advice or recommendation given by an employee of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation.

Except as set out in Condition 15.1, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with Condition 13 prove to be incorrect, inaccurate or misleading (the “Inaccurate Statement”), will be limited to the refund of the price paid for any part of the Supplies about which the Inaccurate Statement was made or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.

14. Warranty/Guarantee

The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. In addition, subject to Condition 14.2 below, the Company will, free of charge, repair or, at the Company’s option, replace Tangible Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. However, this obligation will not apply:

if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;

because the Customer did not follow the manufacturer’s instructions for storage, usage, installation or maintenance of the Goods;

if the Customer has failed to notify the Company of any defect in accordance with Condition 6 where the defect should have been reasonably apparent on reasonable inspection; or

if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the Order for the Supplies) of the date of despatch of the Goods or performance of the Services even if the claimed date of inspection occurs after this period.

Any replacement Supplies provided or Goods repaired under Condition 14 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.

Except as set out in Condition 15.1 below and Condition 6 above, Condition 14 is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.

15. Exclusion of Liability

The Company does not exclude its liability to the Customer:

for breach of the Company’s obligations

for personal injury or death arising as a result of the Company’s negligence;

for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or

for fraud or fraudulent misrepresentation.

Except as provided in Conditions 6 (Inspection, defects and non-delivery), 13 (Performance and fitness for purpose), and 14 (Warranty/Guarantee) and Condition 15.1, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss or for any loss or damage which is not a reasonably foreseeable result of any breach of these Conditions howsoever caused or arising out of or in connection with:

any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on the part of the Company’s employees, agents or sub-contractors;

any breach by the Company of any of the express or implied terms of the Contract;

any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;

any acts or omissions of the Company at the Customer’s premises;

any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or

otherwise under the Contract.

The Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 15) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.

Save as set out in Condition 15.1 the Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies. Each of the Company’s employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions 6, 10, 13, 14 and 15 in that person’s own name and for that person’s own benefit.

16. Intellectual property rights

The Supplies in this Catalogue may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business.

The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable.

The Company owns full copyright in respect of this Catalogue and its reproduction in whole or part is prohibited without the Company’s prior written consent.

17. Use of Personal Data

The Company processes personal data in accordance with the applicable personal data laws, the terms of its privacy policy and the consents it has received from each personal data owner. The Company’s privacy policy outlines how and the purposes for which the Company manages, collects, use and transfers personal data.

18. Promotions

In the event that the Company sends promotional material to the Customer in relation to Goods or Services available from the Company, these Conditions shall apply to all Supplies purchased from such material.

19. Country of origin

Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacture or production of the Goods or any part of them.

20. Export

Separate Conditions of Supply apply to export transactions and are available on request from the Company’s export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force the country for which the Goods are destined.

Certain Goods imported from the United States of America by the Company are subject to specific restrictions. With respect to goods manufactured in or originating from the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies.

The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.

21. Prohibited Applications

The Goods are not designed, authorised or warranted to be suitable for use in anti-personnel landmines, nuclear facilities or weapons, chemical or biological weapons, missile technology, space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage. Use or inclusion of the Goods in any such equipment, system or applications is strictly prohibited (unless the Company agrees in writing that such prohibition does not apply to a particular product) and any such use will be at the Customer’s own risk. The Customer will indemnify the Company and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.

22. Force majeure

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under a Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, terrorist attack, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

23. Recording of telephone calls

The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to or from its premises for training, security and quality purposes.

24. Legal construction

All Contracts and non-contractual disputes shall be governed by and interpreted in accordance with U.K. law and the Customer submits to the jurisdiction of the U.k. Courts, but the Company may enforce such Contract in any court of competent jurisdiction.

25. General

Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.

Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions of Supply.

The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any of its holding companies, its subsidiaries, or the subsidiaries of any of its holding companies at any time.

Except as set out in Condition 15, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts by any person not a party to it.