"Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out. "Company" means Oranworth Ltd, or it’s permitted assigns. "Conditions" means these terms and conditions. "Contract" means any contract between the Company and the Customer for the supply by the Company of Supplies. "Customer" means the person(s) or company whose order for the Supplies is accepted by the Company. "Goods" means any goods supplied or to be supplied by the Company to the Customer. "Services" means any services supplied or to be supplied by the Company to the Customer. "Supplies" means any goods or services supplied or to be supplied by the Company to the Customer. "in writing" includes electronic communications.
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 Customer's standard terms and conditions. If there is any conflict between · the other provisions of this Catalogue and these Conditions; or · the provisions of the order and these Conditions 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 the Supplies ordered. No variation to these Conditions is permitted unless expressly authorized in writing by a director of the Company.
Prices for Supplies are in £ sterling and are Inclusive of VAT. The Company reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. The automated confirmation of order is NOT an order acceptance. If there is a discrepancy in pricing the Company will contact the Customer as soon as the order is checked.
Payment is due when the Customer places an order. Online payment may be made by VISA and MasterCard. Alternative payment methods are available for telephone or in shop orders.
The Company reserves the right to decline to trade with any company or person.
All prices quoted exclude delivery. Delivery will be made to the address specified by the Customer, at the Customer’s cost, a delivery charge will therefore be added to the Order at the time of dispatch. The Customer is responsible for obtaining all licenses and for all duties, imposts, levies and outlays levied by any relevant authority in respect of the Goods and will indemnify the Company against any fines, duties, penalties imposts, levies and expenses imposed on or incurred by the Company in connection with the Order. 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 7 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.
7. Inspection, defects and non delivery
The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in 14 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 10 days of such date. The Company does not write software comprised in the Goods and it is the Customer's responsibility to check for the presence of computer viruses before the Goods are used. The quantity of any consignment of Goods, as recorded by the Company upon dispatch from the Company's place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any nondelivery of Goods or non-performance of Services unless written notice is given to the Company within 5 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Any 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 this Condition 7 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price they paid in respect of such Supplies.
Except as detailed in Condition 9 below, no order can be cancelled or accepted for credit without the prior written agreement of the Company. If cancellation/credit is accepted by the Company, the Customer must obtain a returns authorization number from the Company before any Goods may be returned. The Company will normally arrange the collection of Goods but may require the Customer to return smaller items which can easily be posted. Goods to be returned must either be freely available for collection by Company from an agreed collection point or received by the Company (where the Company is responsible for their return) within 7 days of their delivery by the Company, in either case, and must be undamaged, in saleable condition and their original packaging. Where the Customer is responsible for returning Goods, they should be returned to "The Returns Department, Hudson Marine Electronics, Mercury Yacht Harbour, Hamble, Southampton. SO31 4HQ" quoting the returns number or original order number and the Customer should provide proof of delivery. Goods remain at the risk of the Customer until collected by or returned to the Company (whichever is appropriate). All Goods accepted for return, except in accordance with Condition 9, will be subject to a re-stocking fee of 20% of the invoice value of the Goods. Certain Goods are excluded from this right of return, including software, manuals which have been opened; printed circuit boards (PCBs), Advanced spare parts and specially constructed items. Goods returned after 7 days as 'unwanted' or 'incorrectly ordered' may be accepted at the discretion of the Company.
9. Distance selling regulations
If the Customer is buying as a 'consumer', as defined in the European Communities (Protection of Consumers in respect of Contracts made by means of Distance Communications) Regulations 2001, the Customer may, provided he or she has taken reasonable care of the Goods and returns the Goods complete, undamaged, in re-saleable condition and in their original packaging, return the Goods and be repaid the price paid in respect of them within 7 working days (excluding Saturday and Sunday, any English Bank Holiday or the period between 24th December & 2nd January) of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods within the 7 day period to: The Returns Department, Hudson Marine Electronics, Mercury Yacht Harbour, Hamble, Southampton. SO31 4HQ quoting the returns number or original order number. Goods should be returned first class with proof of posting and the Customer is responsible for payment of all postage costs. Following receipt of Goods which comply with this Condition 9, the Company will refund to the Customer the price paid in respect of the Goods. This Condition 9 shall not apply to software that has been unsealed by the Customer or internal spare parts.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions or capacity and other details including, without limitation, statements regarding compliance with legislation or regulation (together "Descriptions") wherever they appear (including, without limitation, in this Catalogue, on dispatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Descriptions of any Goods differ from the manufacturer's description, the latter shall be deemed to be correct. The Company takes 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 accepts no liability in contract or tort or under statute, regulation 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 programme of improvement or to comply with legislation.
11. Risk and ownership
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises. 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 in respect of the Goods. Until ownership passes to the Customer, the Customer must hold the 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 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. This Catalogue remains at all times the sole and exclusive property of the Company.
12. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure 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, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director 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 which is not so confirmed. Except as set out in Condition 15, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 13 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavor to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. Not all Goods are supplied with a manufacturer’s or Company guarantee and guarantees which may be provided by manufacturers will vary. It is the Customer’s responsibility to check at the time of purchase as to the applicability of the Company’s guarantee and/or the terms of any manufacturer’s guarantee. Where the Company’s guarantee is provided, the Company will, free of charge, repair or, at the Company’s option, replace 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. 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 manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods; · if the Customer has failed to notify the Company of any defect in accordance with Condition 7 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 dispatch of the Goods or performance of the Services. Any replacement Supplies made or Goods repaired under this Condition 13 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. The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 13. The Customer shall ensure that the Company’s employees agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company’s arrival on site. Except as set out in 14 below and 7 above, this Condition 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.
The Company does not exclude its liability to the Customer: · For breach of the Company’s obligations under sections 12, 13 or 14 of the Sale of Goods Act 1893, as amended by the Sale of Goods and Supply of Services Act 1980 (the "Act") otherwise than as permitted by Section 55 of the Act or any statutory rights of a Customer who deals as a "consumer" within the meaning of the Act; · For personal injury or death arising as a result of the Company’s negligence; · Under section 10 of the Liability for Defective Products Act 1991; · For any matter which in respect of which it would be illegal for the Company to exclude or to attempt to exclude its liability; or · For fraud, including fraudulent misrepresentation Except as provided in Conditions 7 (inspection, defects on delivery and non delivery), 12 (performance and fitness for purpose), and 13 (Warranty and Guarantee) and this Condition 14 above, 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 or indirect or consequential loss (all three of which terms include, without limitation, 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) 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 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; or · Otherwise under the Contract And 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 12) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer. 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 subcontractors may rely on and enforce the exclusions and restrictions of liability in Conditions 7, 10, 12, 13 and 14 in that person’s own name and for that person’s own benefit.
15. 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 license 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 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.
16. Use of Personal Data
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.
18. 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, manufacturer or production of the Goods or any part of them.
19. Trade counter
A Customer wishing to collect Goods from the trade counter must do so within 2 working days of arranging the collection. If Goods are not so collected within the stated period, the Company may charge the Customer a re-stocking fee of 20% of the value of the Goods ordered. Proof of Identity will be required when collecting Goods from the trade counter
20. Age requirements for certain Goods
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
21. 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 these 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, 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.
22. 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 its premises for training, security and quality purposes. The Customer consents to such monitoring, interception or recording and confirms that he or she has the authority to consent to such matters on behalf of his or her employees, agents or representatives.
23. Legal construction
All Contracts shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions of Supply 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 of Supply 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 company which is the parent company or subsidiary of the Company or any subsidiary of such parent company at any time.