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Terms & Conditions B2B

Ceratech Terms and conditions for sale of goods – Business to Business

The Buyer’s attention is particularly drawn to Clause 12
Definitions

Seller means Ceratech Accuratus Ltd, Ceratech House, Unit 2-4 Ashridge Business Park, Forge Road, Kingsley, Hampshire, GU35 9LW. UK. (Us)
Buyer the person who buys or agrees to buy the goods from the Seller. (You)
Conditions the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods the items which the Buyer agrees to buy from the Seller as set out in the Schedule.
Price the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Force Majeure Event has the meaning set out in clause 11.

1. Conditions
These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.

Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

These Terms and Conditions may not be varied except by the written agreement of the Seller.

These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued (see Section 13).

2. Contract
These Terms and Conditions govern the sale of goods by us and will form the basis of the Contract between Us and you. Before making your Order, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask us for clarification.

Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that we may, at our discretion, accept.

A legally binding contract between us and you will be created upon our acceptance or processing of your Order at which point the contract shall come into existence.

We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you save for where such information is already apparent from the context of the transaction:

The main characteristics of the Goods;
Our identity and contact details
The total Price for the Goods including taxes or, if the nature of the Goods is such that the Price cannot be calculated in advance, the manner in which it will be calculated;
Where applicable, all additional delivery charges or, where such charges cannot be calculated in advance, the manner in which they will be calculated;
Where applicable, the arrangements for payment, delivery and the time by which We undertake to deliver the Goods;
Our complaints policy;
We shall ensure that You are aware of Our legal duty to supply goods that are in conformity with the Contract;

Where applicable, details of after-sales services and commercial guarantees;

Where applicable, the functionality, including appropriate technical protection measures, of digital content; and

Where applicable, any relevant compatibility of digital content with hardware and software that we are aware of or might reasonably be expected to be aware of.

3. Orders
All Orders for Goods made by you will be subject to these Terms and Conditions.

You may change your Order at any time before we despatch the Goods by contacting us and subject to our agreement. Requests to change Orders do not need to be made in writing.

If your Order is changed we will inform you of any change to the Price in writing.

You may cancel your Order at any time before we despatch the Goods by contacting us and subject to our agreement. If you have already paid for the Goods under Clause 9, the payment will be refunded to you within three working days. If you request that your Order be cancelled, you must confirm this cancellation in writing.

We may cancel your Order at any time before we despatch the Goods in the following circumstances:
The Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or an event outside of Our control
If we cancel your Order and you have already paid for the Goods the payment will be refunded to you within three working days If We cancel your Order, the cancellation will be confirmed by us in writing


4. Description and Specification of Goods
We have made every reasonable effort to ensure that the Goods conform to illustrations, photographs and descriptions provided in our sales and marketing literature. We cannot, however, guarantee that all descriptions, illustrations and/or photographs will be precisely accurate due to discrepancies that may arise during the printing process OR differences in the colour reproduction of electronic displays.

If We find, or are made aware of, any typographical, clerical or other accidental errors or omissions in any sales and marketing literature, price lists or any other documents We will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible. If, as a result of any such error or omission, you have received the wrong Goods, you may return those Goods to us. If, as a result of any such error or omission, you have paid too much, we will refund the excess paid for the Goods.

We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.

5. Availability and delivery
Your order will be fulfilled by the delivery date given by the Seller or, if no delivery date is specified, then within the time agreed by the Seller which is subject to change.

Delivery will be made to the address specified in your order.

Orders placed before the specified cut off time will be processed the same day and will be delivered in accordance with your delivery request. Normally we would require the order be placed by 1.30 - 2.00pm on a working day so that it can be processed for dispatch on that day.

Delivery charges are applicable for all goods unless agreed otherwise by the Seller.

Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

6. Acceptance of the Goods
The Buyer shall be deemed to have accepted the Goods three days after delivery to the Buyer.

6.1 The Buyer shall carry out a thorough inspection of the Goods within three days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

6.2 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

7. Payment and Interest
7.1 Payment of the Price, Delivery and VAT shall be due within 30 days of the date of the Seller’s invoice.

7.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 2% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.

7.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

8. Returns
No goods may be returned without the Seller's prior written consent. Goods returned with the Seller's prior agreement must state the Seller's original invoice number.  Stock Rotation, a facility may be available for certain goods upto 60 days from the invoice date. This is subject to the Seller's approval. The right is reserved to levy a re-stocking charge (up to 25% of the invoice value at the Seller's discrection). The right is reserved to refuse the return of goods supplied to specific order  not held "in stock". All cancelations of such orders must be confirmed in writing prior to despatch of goods from the Suppliers. The customer will be liable for the invoice value of the goods where they have been specially made and cannot be cancelled.

When you return a Product to us:
We will examine the returned Product and if you are entitled, we will notify you of our intentions to either repair, replace or refund via e-mail within a reasonable period of time. We will usually process your repair, replacement or refund as soon as possible and, in any case, within 30 days of receiving the defective Product.

Refunds of any money received from you will be made using the same payment method originally used by you to pay for your purchase and paid back into the same account.

The Seller warrants that for a period of one year commencing on the date of delivery of the Goods (Warranty Period), the Goods shall:
conform with their description;
be of satisfactory quality with the meaning of the Sale of Goods Act 2015;
and be fit for any purpose held out by the Seller.

Should you need to return a faulty product, please call technical support on 01420 85470 and they will issue a RMA number for the goods to be returned inspected


9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.

9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

9.4 The Seller may at any time before title passes and without any liability to the Buyer:

9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10. Force Majeure
10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

10.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

10.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than two weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

11. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:

11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.1.2 fraud or fraudulent misrepresentation;

11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

11.1.4 defective products under the Consumer Protection Act 1987.

11.2 Subject to clause 11.1:

11.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

11.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 2015 are, to the fullest extent permitted by law, excluded from the Contract.

11.4 This clause 11 shall survive termination of the Contract.

12. General
12.1 Notices.

12.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax [or e-mail].

12.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

12.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

12.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

12.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

12.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.

12.7 Governing law. This agreement 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) shall be governed by and construed in accordance with the law of England and Wales.

12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

12.9 Data Protection
Any and all personal information that we may collect will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights and our obligations under that Act.
We may use your personal information to:
Reply to any communications you send to Us;
Send you an important notice

We will not pass on your personal information to any third parties.

13. Changes to these Terms and Conditions
We may alter these Terms and Conditions at any time. If we do so, details of the changes will be highlighted at the top of this page. Any such changes will become binding on you upon your first use of Our Site after the changes have been implemented. You are therefore advised to check this page from time to time.

In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

14. Contacting Us
To contact us, please email us at sales@ceratech.co.uk or using any of the methods provided on our contact page at https://ceratech.co.uk/pages/contact-us

15. Communications from Us
If we have your contact details, we may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes and changes to these Terms and Conditions.

Any and all marketing emails sent by us include an unsubscribe link. If you opt out of receiving emails from us at any time, it may take up to 30 business days for your new preferences to take effect.

For questions or complaints about communications from us (including, but not limited to marketing emails), please contact us at sales@ceratech.co.uk

16. Transfer of rights and obligations
The contract between you and us is binding on you and us and on our respective successors and assigns.

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.

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

17. 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.