TERMS AND CONDITIONS B2B
These are the terms and conditions on which United Automation supply Goods to the Customer. These terms shall apply if the Customer is not a consumer under the Consumer Rights Act 2015. The Customer’s attention is drawn in particular to the provisions of clause10.
Bespoke Components any components that are required to manufacture the Goods that United Automation must source from a third party.
Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions the terms and conditions set out in this document as amended from time to time in accordance with clause 12.4.
Contract the contract between United Automation and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer the person or firm who purchases the Goods from United Automation.
Force Majeure Event an event or circumstance beyond a party’s reasonable control.
Goods the goods (or any part of them) set out in the Order.
Order the Customer’s order for the Goods, as set out in
the Customer’s purchase order form overleaf, or the Customer’s order for the Goods over the telephone, as the case may be.
Specification any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and United Automation.
United Automation United Automation Limited (registered in England and Wales with company number 02714552).
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1.2.1 a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 a reference to writing or written does not include faxes or emails.
2.Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when United Automation issues a written acceptance of the Order, confirms acceptance over the telephone or confirms acceptance by email, at which point the Contract shall come into existence.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, drawings, descriptive matter or advertising produced by United Automation and any descriptions or illustrations contained in United Automation’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by United Automation shall not constitute an offer. Unless otherwise stated, a quotation shall only be valid for a period of 30 days from its date of issue.
3.1 The Goods are described in United Automation’s catalogue as modified by any applicable Specification.
3.2 The images of the Goods on www.united – automation.com or in United Automation’s catalogue are for illustrative purposes only.
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3.3 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify United Automation against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by United Automation in connection with any claim made against United Automation for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with United Automation’s use of the Specification. This clause 3.3 shall survive termination of the Contract.
3.4 United Automation reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.1 United Automation shall ensure that:
4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if United Automation requires the Customer to return any packaging materials to United Automation, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as United Automation shall reasonably request. Returns of packaging materials shall be at United Automation’s expense.
4.2 United Automation shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after United Automation notifies the Customer that the Goods are ready.
4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. United Automation shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide United Automation with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If United Automation fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of
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similar description and quality in the cheapest market available, less the price of the Goods. United Automation shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide United Automation with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within three Business Days of United Automation notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or United Automation’s failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which United Automation notified the Customer that the Goods were ready; and
4.6.2 United Automation shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If ten Business Days after the day on which United Automation notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, United Automation may resell or otherwise dispose of part or all of the Goods.
4.8 If United Automation delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.9 United Automation may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5.1 United Automation warrants that on delivery, the Goods shall:
5.1.1 conform in all material respects with their description and any applicable Specification;
5.1.2 be free from material defects in design, material and workmanship; and
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 Subject to clause 5.3, if:
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5.2.1 the Customer gives notice in writing to United Automation within 30 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2 United Automation is given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by United Automation) returns such Goods to United Automation’s place of business at the Customer’s cost, United Automation shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 United Automation shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
5.3.2 the defect arises because the Customer failed to follow United Automation’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3 the defect arises as a result of United Automation following any drawing, design or Specification supplied by the Customer;
5.3.4 the Customer alters, repairs or makes any adaptations to such Goods without the written consent of United Automation;
5.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.3.6 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, United Automation shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by United Automation.
6. Bespoke Components
6.1 If the Goods ordered by the Customer require any Bespoke Components, the Customer acknowledges that United Automation may be required by the supplier of
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the Bespoke Components to order a specific number of Bespoke Components (Set Number) that is in excess of the number of Goods ordered by the Customer.
6.2 United Automation shall use all reasonable endeavours to ensure that the Set Number is as close as possible to the number of Goods containing Bespoke Components ordered by the Customer.
6.3 If the Goods containing the Bespoke Components ordered by the Customer are less than the Set Number:
6.3.1 United Automation shall have the right, in its absolute discretion, to reject the Order and cancel the Contract; or
6.3.2 if United Automation proceeds to order the Set Number as required, the Customer shall be liable for the costs of the Set Number.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
7.2.1 United Automation receives payment in full (in cash or cleared funds) for the Goods and any other goods that United Automation has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and
7.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as United Automation’s property;
7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.4 notify United Automation immediately if it becomes subject to any of the events listed in clause 9.1; and
7.3.5 give United Automation such information relating to the Goods as United Automation may require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before United Automation receives payment for the Goods. However, if the Customer resells the Goods before that time:
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7.4.1 it does so as principal and not as United Automation’s agent; and
7.4.2 title to the Goods shall pass from United Automation to the Customer immediately before the time at which resale by the Customer occurs.
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy United Automation may have:
7.5.1 the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2 United Automation may at any time:
184.108.40.206 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
220.127.116.11 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. Price and payment
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in United Automation’s published price list in force as at the date of delivery.
8.2 United Automation may, by giving notice to the Customer at any time up to five Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.2.1 any factor beyond United Automation’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
8.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give United Automation adequate or accurate information or instructions.
8.3 The price of the Goods:
8.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to United Automation at the prevailing rate at the date of delivery, subject to the receipt of a valid VAT invoice; and
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8.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.4 United Automation may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.5 The Customer shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by United Automation. Time for payment is of the essence.
8.6 If the Customer fails to make any payment due to United Automation under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.7 The Customer shall pay all amounts due under the Contract in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law). United Automation may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by United Automation to the Customer.
9.1 Without limiting its other rights or remedies, United Automation may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
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9.1.4 the Customer’s financial position deteriorates to such an extent that in United Automation’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without limiting its other rights or remedies, United Automation may suspend supply of the Goods under the Contract or any other contract between the Customer and United Automation if the Customer becomes subject to any of the events listed in clause 9.1.1 to clause 9.1.4, or United Automation reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, United Automation may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to United Automation all of United Automation’s outstanding unpaid invoices and interest.
9.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude United Automation’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation;
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
10.1.4 defective products under the Consumer Protection Act 1987; or
10.1.5 any matter in respect of which it would be unlawful for United Automation to exclude or restrict liability.
10.2 Subject to clause 10.1:
10.2.1 United Automation shall under no circumstances whatsoever be liable to the Customer, 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
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10.2.2 United Automation’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price paid for the Goods.
11. Force majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this Contract by giving two weeks written notice to the affected party.
12.1 Assignment and other dealings.
12.1.1 United Automation may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of United Automation.
12.2.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 12.2.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
12.2.2 Each party may disclose the other party’s confidential information:
18.104.22.168 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it
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discloses the other party’s confidential information comply with this clause 12.2; and
22.214.171.124 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.2.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
12.3 Entire agreement.
12.3.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.3.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
12.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part -provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.7.1 Any notice or other communication given to a party under or in connection with the 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
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shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
12.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause
12.7.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
12.7.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.8 Third party rights. No one other than a party to this shall have any right to enforce any of its terms.
12.9 Governing law. The Contract, and any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with it or its subject matter or
formation, shall be governed by and construed in accordance with the law of
England and Wales.
12.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales
shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual
disputes or claims) arising out of or in connection with this Contract or
its subject matter or formation.
TERMS AND CONDITIONS FOR ON – LINE SALE OPERATIVE PROVISIONS
1. These terms
1.1 What these terms cover These are the terms and conditions on which we supply goods to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are aconsumer if:
You are an individual
You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). Provisions specific to consumers only are in red and those specific to businesses only are in blue.
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
2.Information about us and how to contact us
2.1 Who we are. We are United Automation Limited a company registered in England and Wales.Our company registration number is 02714552 and our registered office is at Southport Business Park, Wight Moss Way, Southport, Merseyside PR8 4HQ. Our registered VAT number is GB582241645.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01704 516500 or by writing to us at firstname.lastname@example.org or United Automation Limited, Southport Business Park, Wight Moss Way, Southport, Merseyside PR8 4HQ,United Kingdom.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements , because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
4.1 Products may vary slightly from their pictures. The images of the products on our websiteare for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accuratelyeflects the colour of the products. Your product may vary slightly from those images.Alldrawings, descriptive matter and specifications of goods on our website are for the solepurpose of giving an appropriate description of the products.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
5. Our rights to make changes
5.1 Minor changes to the products. We may change the product:
5.1.1 to reflect changes in relevant laws and regulatory requirements; and
5.1.2 to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product.
5.2 If you are a business customer, we reserve the right to make any amendment to the products if the amendment will not materially affect the nature or quality of the products and we shall notify you in such event.
6. Providing the products
6.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
6.2 When we will provide the products. If the products are goods we will deliver them to you as soon as reasonably possible and in any event within 30 days after the day on which we accept your order.
6.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you havepaid for but not received.
6.4 If you are not at the delivery address when the product is delivered. If no one is available at the address to take delivery and the products cannot be delivered, we will leave you a note informing you of how to collect the products from a local depot.
6.5 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 9.2 will apply.
6.6 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us.
6.7 When you own goods. You own a product which is goods once we have received payment in full.
6.8 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
6.8.1deal with technical problems or make minor technical changes;
6.8.2 update the product to reflect changes in relevant laws and regulatory requirements;
6.8.3 make changes to the product as requested by you or notified by us to you (see clause 5).
6.9 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than three months and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7. Your rights to end the contract
7.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you de cide to end the contract and whether you are a consumer or business customer:
7.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 11 if you are a consumer and clause 12 if you are a business;
7.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see clause 7.2;
7.1.3 If you are a consumer and have just changed your mind about the product, see clause 7. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
7.1.4 In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), seeclause 7.6 and clause 7.7
7.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 7.2.1 to 7.2.4 below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
7.2.1 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
7.2.2 there is a risk that supply of the products may be significantly delayed because of events outside our control;
7.2.3 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three months; or
7.2.4 you have a legal right to end the contract because of something we have done wrong.
7.3 Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
7.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
7.4.1 products sealed for health protection, once these have been unsealed after you receive them; and
7.4.2 any products which become mixed inseparably with other items after their delivery.
7.5 How long do consumers have to change their minds? If you are a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.
7.5.1 Have you bought goods?, if so you have 14 days after the day you (or someone you nominate) receives the goods, unless:
126.96.36.199 Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
188.8.131.52 Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
7.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see clause 7.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is paid for and delivered. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the contract.
7.7 Returning goods if you are a business customer we are not at fault.
If you are a business customer and we are not at fault, and you wish to return unwanted goods once the contract has completed, we will not accept such goods for return unless we have given you our prior written consent. If, in our absolute discretion, we consent to the return of the goods, the goods must be returned in accordance with clause 8.2 (or as we direct) and we will refund any sums paid by you for goods not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of you returning the goods, together with a handling charge of 25% of the invoice value of the goods returned.
8. How to end the contract with us (including if you are a consumer who has changed their mind)
8.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
8.1.1 Phone or email. Call customer services on 01704 516500 or email us at email@example.com Please provide your name, home address, details of the order and, where available, your phone number and email address.
8.1.2 By post. Print off the [Notification of Withdrawal from Contract] and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
8.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in their original packaging in person to where you bought them, post them back to us at United Automation Ltd, Southport Business Park, Wight Moss Way, Southport, Merseyside PR8 4HQ, United Kingdom or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 01704 516500 or email us at firstname.lastname@example.org for a return label or to arrange collection. If you are a consumer exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
8.3 When we will pay the costs of return. We will pay the costs of return:
8.3.1 if the products are faulty or misdescribed;
8.3.2 if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong. In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
8.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
8.5 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
8.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
8.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
8.6.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
8.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:
8.7.1 If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 8.2.
8.7.2 In all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
9. Our rights to end the contract
9.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
9.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
9.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
9.1.3 you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
9.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. If you have ordered a product that we are going to stop providing, we will let you know at least one week in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
10. If there is a problem with the product, How to tell us about problems.
If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01704 516500 or write to us at email@example.com or at United Automation Ltd, Southport Business Park, Wight Moss Way, Southport, Merseyside PR8 4HQ, United Kingdom.
11. Your rights in respect of defective products if you are a consumer
11.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms will affect your legal rights. Summary of your key legal rights
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, for example a component, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
up to 30 days: if your goods are faulty, then you can get an immediate refund.
up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
up to twelve months: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 7.3.
11.2 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01704 516500 or email us at firstname.lastname@example.org for a return label or to arrange collection.
12. Your rights in respect of defective products if you are a business
12.1 If you are a business customer we warrant that on delivery, any products which are goods shall:
12.1.1 conform in all material respects with their description;
12.1.2 be free from material defects in design, material and workmanship;
12.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
12.1.4 be fit for any purpose held out by us.
12.2 Subject to clause 12.3, if:
12.2.1 you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 12.1;
12.2.2 we are given a reasonable opportunity of examining such product; and
12.2.3 you return such product to us at your cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
12.3 We will not be liable for a product’s failure to comply with the warranty in clause 12.1 if:
12.3.1 you make any further use of such product after giving a notice in accordance with clause 12.2.1;
12.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
12.3.3 the defect arises as a result of us following any drawing, design or specification supplied by you;
12.3.4 you alter or repair the product without our written consent; or
12.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
12.4 Except as provided in this clause 12, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in clause 12.1.
12.5 These terms shall apply to any repaired or replacement products supplied by us under clause 12.2.
13. Price and payment
13.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 13.2 for what happens if we discover an error in the price of the product you order.
13.2 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
13.3 When you must pay and how you must pay. We accept payment with Paypal. You must pay for the products before we dispatch them. We will not charge your credit or debit card or Paypal account until we dispatch the products to you.
13.4 Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
13.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
14. Our responsibility for loss or damage suffered by you if you are a consumer
14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 11.1 and for defective products under the Consumer Protection Act 1987.
14.3 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 15.
15. Our responsibility for loss or damage suffered by you if you are a business
15.1 Nothing in these terms shall limit or exclude our liability for:
15.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
15.1.2 fraud or fraudulent misrepresentation;
15.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
15.1.4 defective products under the Consumer Protection Act 1987; or
15.1.5 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
15.2 Except to the extent expressly stated in clause 12.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
15.3 Subject to clause 15.1:
15.3.1 we shall not be liable to you, 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 any contract between us; and
15.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to one hundred and ten per cent (110%) of the total sums paid by you for products under such contract.
16. How we may use your personal information
16.1 How we will use your personal information. We will use the personal information you provide to us:
16.1.1 to supply the products to you;
16.1.2 to process your payment for the products; and
16.1.3 if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
16.2 We will only give your personal information to other third parties where the law either requires or allows us to do so.
17. Other important terms
17.1 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
17.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
17.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
17.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
17.6 Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
17.7 Alternative dispute resolution if you are a consumer. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You will not be charged for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
17.8 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any