Uurnik Systems Limited Standard Terms & Conditions of Sales & Supply
Please read these terms of Sales and Supply carefully before using the site. Each member of Uurnik Systems Limited only sells or supplies products or services on these conditions, which in case of conflict shall override any terms and conditions imposed by the customer.
These Terms and Conditions will apply to the purchase of Hardware, Software, Third Party Branded Services, and Uurnik Systems Limited Skiable Services (Collectively, “Product”) sold by Uurnik Systems Limited a company registered in England and Wales under number 10717085 whose registered office is at Davidson House, The Forbury, Forbury Square, Reading RG1 3EU, United Kingdom.
These Terms and Conditions will be deemed to have been accepted by the customer when they accept them or the quotation or from the date of any delivery of products (which ever happens earlier) and will constitute the entire agreement between Uurnik Systems Limited and the customer.
These Terms and Conditions and the quotation (together, the contract) apply to the purchase and sale of any products between Uurnik Systems Limited and the customer, to the exclusion of any other terms that the customer tries to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
“Customer” means the person(s), firm, business or company who purchases the Products from Uurnik Systems Limited.
“Conditions” means these standard terms and conditions of sale and supply.
“Contract” means any contract between Uurnik Systems Limited and the Customer for the sale and/or supply of Products to which these Conditions apply, comprising an Order Acknowledgement, these Conditions and any applicable Special Conditions.
“Order Acknowledgement” means Uurnik Systems Limited’ written acceptance of an order, signed by an authorized representative of Uurnik Systems Limited, in the form of an order acknowledgement, whether delivered to the Customer by email or otherwise.
“Products” means goods or services agreed in the Contract to be supplied to the Customer by Uurnik Systems Limited.
“Special Conditions” means all specific conditions relating to the sale or supply of Products to the Customer (including, but not limited to, descriptions, prices and specified places and dates of supply) contained in or referred to in the Order Acknowledgement.
“Uurnik Systems Limited” means Uurnik Systems Limited, a company incorporated in England and Wales (company number 10717085) whose registered office is situated at Davidson House, The Forbury, Forbury Square, Reading RG1 3EU, United Kingdom.
3. APPLICATION OF THESE CONDITIONS:
3.1 These Conditions shall apply to and shall be deemed to be incorporated into any Order Acknowledgement as if set out therein except where and to the extent that Uurnik Systems Limited and the Customer execute a separate written agreement with respect to such Order Acknowledgement or the Products referred to therein.
3.2 No other terms or conditions (including, without limitation, any terms or conditions delivered by the Customer to Uurnik Systems Limited at any time, whether before or after these Conditions are provided to the Customer) shall apply to any Order Acknowledgement, or to any Products referred to therein, except as expressly provided for in these Conditions.
3.3 If there is a conflict between these Standard Terms and Conditions and the Special Conditions then these Standard Terms and Conditions shall prevail unless expressly and specifically amended by the Special Conditions.
3.4 Where Uurnik Systems Limited provides or otherwise notifies the Customer of any third party or other Product-specific terms that are applicable to any Products, the Customer shall comply at all times with such terms; and indemnify Uurnik Systems Limited and keep Uurnik Systems Limited fully and effectively indemnified against all actions, claims and proceedings and all losses, costs, damages and expenses suffered, made or incurred by Uurnik Systems Limited or any member of its group as a consequence of or in connection with the Customer’s failure to comply with such terms.
4. QUOTATIONS AND PRICES:
4.1 Any quotation made by Uurnik Systems Limited is subject to Uurnik Systems Limited obtaining satisfactory credit and payment references in respect of the Customer. A quotation shall, unless otherwise stated therein, remain open for acceptance for 14 days only after which time it shall lapse and cease to be binding on Uurnik Systems Limited. Every quotation is subject to revision by Uurnik Systems Limited for errors and omissions and increase in price in accordance with Condition 3.2 below.
4.2 Prices are based on current costs and charges for the Products at the date of quotation or at such earlier date as may be specified by Uurnik Systems Limited. Prices may be increased by Uurnik Systems Limited to take into account any change in such costs or charges for Products. Confirmed purchase orders billed on a periodic basis shall be invoiced at the price in effect at the date of invoice, all other confirmed purchase orders shall be invoiced at the price in effect at the time of Uurnik Systems Limited’ acceptance of the order.
4.3 Unless otherwise stated by Uurnik Systems Limited in the quotation or Order Acknowledgement prices exclude any and all delivery charges (including, without limitation, transportation, packing and transit insurance costs), out-of-pocket costs and expenses, duties, levies and taxes (including, without limitation, VAT) and any credit card payment fees. All such sums shall be payable by the Customer in addition to the prices quoted.
5.1 Uurnik Systems Limited shall supply Products to the Customer in accordance with the relevant Contract.
5.2 Delivery of any goods comprised in the Products shall be deemed to take place when the goods are delivered by or on behalf of Uurnik Systems Limited or the Customer or a person contracted by the Customer to transport the goods otherwise takes physical possession of the goods. Risk of loss or damage to such goods shall pass to the Customer at the time of delivery. Notwithstanding the foregoing, risk of loss or damage to goods which are returned to Uurnik Systems Limited for the purposes of providing the Products shall remain with the Customer at all times.
5.3 Any delivery date for any Product given by Uurnik Systems Limited is given as an estimate only and Uurnik Systems Limited shall in no event be liable for delays in delivery. Time shall not be of the essence for delivery of any order between Uurnik Systems Limited and the Customer. Uurnik Systems Limited shall not be responsible for any delay or failure to deliver due to any act or circumstances beyond Uurnik Systems Limited’ reasonable control.
5.4 Uurnik Systems Limited shall be entitled to use any method or means of transportation to deliver Products and may dispatch the Products in multiple shipments.
6.1 If Uurnik Systems Limited does not receive from the Customer sufficient instructions to enable it to dispatch any Products within 7 days after notifying the Customer that the Products are ready for dispatch, Uurnik Systems Limited shall be entitled to arrange storage of the Products, either at its own premises or elsewhere, on the Customer’s behalf and all charges for storage, insurance, transport and demurrage (including Uurnik Systems Limited’ charges for storage and incidental expenses) shall be payable by the Customer. The Products shall be deemed to have been dispatched and the risk therein shall be deemed to have passed to the Customer on the date of dispatch.
7.1 In the event of any cancellation by the Customer of all or part of an order less than 72 hours before the relevant estimated delivery date the Customer shall, if so required by Uurnik Systems Limited, pay to Uurnik Systems Limited a cancellation charge equal to 25% of the order value, with a minimum charge of £25.
7.2 Orders for Products specifically made for the Customer are not able to be cancelled.
8.1 Customer may only return non-defective goods if:
- Prior written approval has been obtained from Uurnik Systems Limited;
- The request for the return is made within 14 days of the receipt of the relevant Products;
- The relevant Products are properly packed to preserve their condition whilst in transit and;
- The relevant Products are in the manufacturer’s original packing, are in a saleable condition and any software packages or seals have not been opened. If the Customer returns any non-defective Products the Customer shall, at the discretion of Uurnik Systems Limited, pay a re-stocking charge equal to 25% of the order value with a minimum charge of £25.
9.1 The Customer shall pay to Uurnik Systems Limited all fees, charges, costs and expenses set out in the relevant Contract.
9.2 Unless specifically agreed otherwise in writing, all amounts owed by the Customer to Uurnik Systems Limited shall be paid in UK pounds sterling within 30 days of the date of the invoice by such means as Uurnik Systems Limited may specify from time to time.
9.3 Any payment to be made under the Contract shall be made in full, free and clear of any set-off, restriction, condition or counterclaim and without any deduction or withholding for or on account of tax, save as required by law. If any such deduction or withholding is required by law to be made the Customer shall pay to Uurnik Systems Limited such additional amount as will ensure that Uurnik Systems Limited receives the same total amount that it would have received if no such withholding or deduction had been required.
9.4 Uurnik Systems Limited may invoice the Customer at any time after the Products have been dispatched or provided and Uurnik Systems Limited reserves the right to invoice the Customer for Products delivered in installments after each such installment has been dispatched or provided.
9.5 Time for payment shall be of the essence and failure by the Customer to make full payment by the due date shall entitle Uurnik Systems Limited, without prejudice to any other right or remedy available to it, to suspend or cancel any further deliveries to the Customer and to suspend or cancel any order then existing between Uurnik Systems Limited and the Customer.
9.6 Uurnik Systems Limited shall be entitled to charge interest on any invoiced amount which is not paid by the Customer on the due date on a daily basis from the date the amount fell due to the actual date of payment (inclusive) at a rate of 4% per annum over the base lending rate of the Bank of England from time to time.
9.7 The Customer must notify Uurnik Systems Limited in writing of any errors within the invoice within 7 days of the date of the invoice.
9.8 The Customer’s credit limit may be amended or withdrawn without prior notice.
9.9 Title to any goods supplied to the Customer shall pass only upon payment in full for such goods in cleared funds. Whilst ownership of any Products remains with Uurnik Systems Limited, the Customer shall:
- Hold such Products on a fiduciary basis as Uurnik Systems Limited’ bailed;
- Store such Products (at no cost to Uurnik Systems Limited) so that they are readily identifiable as the property of Uurnik Systems Limited;
- Not destroy, mark or obscure any identifying label or packaging on or relating to such Products;
- Maintain such Products in satisfactory condition insured on Uurnik Systems Limited’ behalf for their full price against all risks to the reasonable satisfaction of Uurnik Systems Limited. On request the Customer shall produce the policy of insurance to Uurnik Systems Limited; and
- Hold the proceeds of the insurance referred to in Condition 8.9(D) on trust for Uurnik Systems Limited and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
10.1 Uurnik Systems Limited shall deliver any services to be delivered by Uurnik Systems Limited and comprised within the Products with reasonable skill and care.
10.2 Any warranty offered by any Product manufacturer will be passed onto the Customer to the extent permitted by the terms of such warranty. Uurnik Systems Limited’ sole obligation under this Condition 9.2 shall be at its option to repair or replace (or procure the repair or replacement of) the Products or any part thereof to the extent provided for pursuant to the applicable manufacturer’s warranty.
10.3 Uurnik Systems Limited does not warrant that any Product purchased by the Customer is compatible with the Customer’s own, or any third party, hardware or software. The Customer is advised to contact the manufacturers direct to ascertain compatibility of hardware and software.
10.4 Without prejudice to anything in this Condition 9, the Customer shall carefully inspect the Products on delivery and Uurnik Systems Limited shall not be liable for the delivery of faulty Products unless written notice is given to Uurnik Systems Limited within 7 days of the date upon which the Products were delivered or, in respect of latent defects not apparent on immediate inspection, within 7 days of the date upon which the defect was discovered.
10.5 Uurnik Systems Limited reserves the right to require that all faulty Products be returned to Uurnik Systems Limited. In that event Uurnik Systems Limited shall pay the cost of carriage by normal means on returned Products and any repaired or replacement Products will be delivered free of charge by Uurnik Systems Limited to (at Uurnik Systems Limited’ discretion) the location from which they were dispatched by the Customer or such other location as Uurnik Systems Limited may reasonably determine or the parties may agree.
10.6 Save as expressly set out in these Conditions; neither Party gives any representation or warranty (express or implied) in respect of the subject matter of any Contract. All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11. LIMITATION OF LIABILITY:
11.1 Nothing in these Conditions shall exclude or limit the liability of any party for (i) death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents; (ii) fraud and/or fraudulent misrepresentation by that party or its directors, officers, employees, contractors or agents; or (iii) any other losses to the extent they are not capable of being excluded or limited by applicable law.
11.2 Subject to Condition 10.1:
- Uurnik Systems Limited’ maximum aggregate liability for all claims arising under or in connection with any Contract, whether in contract or tort (including negligence), for misrepresentation, breach of any duty (including strict liability) or otherwise, shall be limited to a sum equal to the relevant Contract price; and
- Uurnik Systems Limited shall not be liable to the Customer under any Contract, whether in contract or tort (including negligence), for misrepresentation, breach of any duty (including strict liability) or otherwise, for (i) any indirect or consequential loss or damage; or (ii) any loss of profits, revenue, sales, business, agreements, contracts or anticipated savings, any loss of, or damage to, goodwill, or any loss or corruption of data (in each case whether direct or indirect).
12.1 Without prejudice to any other rights to which it may be entitled under the Contract Uurnik Systems Limited may give notice in writing to the Customer terminating the Contract with immediate effect if:
- the Customer is in material breach of any of the terms of the Contract and such material breach has not, if capable of remedy, been remedied by the Customer to the reasonable satisfaction of Uurnik Systems Limited within 30 days of being notified of the breach by Uurnik Systems Limited; or
- any step is taken with a view to the winding-up, dissolution or re-organization of the Customer (other than for the purpose of a solvent liquidation or reorganization); any step is taken with a view to the appointment of an administrator, liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver or manager in relation to the Customer or any of its assets; the holder of any security interest in relation to any of the assets of the other Customer takes any step to enforce that security; any of the assets of the Customer are subject to attachment, sequestration, distress execution or any similar process; the Customer is or is deemed to be unable to pay its debts as they fall due, admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; the value of the assets of the Customer is less than the amount of its liabilities, taking into account its contingent and prospective liabilities; any step is taken in relation to a composition, compromise, assignment or arrangement with any creditor of the Customer; any step is taken to obtain a moratorium in relation to the Customer or any of its indebtedness; or anything analogous to any of the foregoing occurs in any jurisdiction.
12.2 Termination or expiry of the Contract shall not affect any rights, liabilities or remedies arising under the Contract prior to such termination.
12.3 If Uurnik Systems Limited terminates the Contract, the Customer shall pay immediately to Uurnik Systems Limited:
- all amounts due in respect of Products provided on or prior to the date of termination; and
- all costs and expenses incurred or payable by Uurnik Systems Limited in connection with such termination that would not have been incurred by Uurnik Systems Limited but for such termination (including, without limitation, costs and expenses incurred or payable by Uurnik Systems Limited in favor of third parties by way of irrecoverable pre-paid fees or charges and any other investments made or costs incurred in relation to or for the purposes of the Contract, payments in respect of continuing third party arrangements relating to the Products that cannot be terminated on the termination of the Contract; and termination charges payable upon the termination of third party arrangements relating to the Products), provided that where such costs and expenses do not relate exclusively to the Products, the Customer shall pay an allocated proportion of such costs and expenses specified by Uurnik Systems Limited (acting reasonably).
13. ASSIGNMENT AND SUB-CONTRACTING:
13.1 The Customer may not assign novate or otherwise transfer or dispose of, or create any trust in relation to, any or all of its rights and obligations under a Contract without the prior written consent of Uurnik Systems Limited.
13.2 Uurnik Systems Limited may without the consent of the Customer assign, novate or otherwise transfer or dispose of any or all of its rights under the Contract and may sub-contract or delegate the performance of any of its obligations under the Contract, provided that Uurnik Systems Limited shall be liable to the Customer in respect of all acts or omissions of any Sub-Contractors for and to the extent to which, if such acts or omissions were of Uurnik Systems Limited, Uurnik Systems Limited would be liable to the Customer.
14.1 All notices which are required to be given under the Contract will be in writing and in the English language. Faxes and email (but not any other form of electronic communication) shall be permitted for the giving of a notice.
14.2 Any such notice sent to Uurnik Systems Limited shall be sent to the following address or number:
- Address: Davidson House, The Forbury, Forbury Square, Reading RG1 3EU, United Kingdom
- For the attention of: Company Secretary
- Telephone no.: +44 208 133 8590
- Email: firstname.lastname@example.org
14.3 Any such notice sent to Customer shall be sent to their principal place of business.
14.4 All such notices shall, in the absence of earlier receipt, be deemed to have been duly given as follows:
- If delivered personally, upon obtaining signature of receipt of delivery;
- If sent by first class post, 2 working days after the date of posting; and
- If sent by fax or email, at the expiration of 12 hours after the time it was sent.
15. WAIVER AND SEVERANCE:
15.1 No delay or omission by Uurnik Systems Limited in exercising any right, power or remedy provided by law or under the Contract shall affect that right, power or remedy, operate as a waiver of it or operate as an affirmation of the Contract.
15.2 The single or partial exercise of any right, power or remedy provided by law or under the Contract shall not unless otherwise expressly stated preclude any other or further exercise of it or the exercise of any other right, power or remedy.
15.3 The rights, powers and remedies provided in the Contract are cumulative and not exclusive of any rights, powers and remedies provided by law.
15.4 If any provision, or any part thereof, of the Contract is or shall be declared or become unenforceable, invalid or illegal for any reason whatsoever, the other terms and provisions of the Contract shall remain in full force and effect.7.1 Customer may only return non-defective goods.
16.1 The Customer shall not (except with the prior written consent of Uurnik Systems Limited) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment or engagement of Uurnik Systems Limited, or any member of the Uurnik Systems Limited group, any person employed or engaged by Uurnik Systems Limited, or any member of the Uurnik Systems Limited group, in connection with the receipt of the Products, other than by means of an advertising campaign not specifically targeted at any of the staff of any Uurnik Systems Limited group member.
17.1 Headings in these Conditions are for convenience only and do not affect the interpretation of these Conditions.
18. ENTIRE AGREEMENT AND VARIATION:
18.1 The Contract constitutes the whole and only agreement between the parties relating to its subject matter and supersedes and excludes all prior agreements or arrangements in that regard made between them.
18.2 Except in the case of fraudulent misrepresentation, each party acknowledges that in entering into the Contract it is not relying upon any pre contractual statement which is not set out in the Contract and no party shall have any right of action against any other party to the Contract arising out of or in connection with any pre contractual statement except to the extent that it is repeated in the Contract.
18.3 Except as otherwise permitted by the Contract, no change to its terms will be effective unless it is in writing and signed by persons authorized on behalf of both parties.
19. GOVERNING LAW:
19.1 Each Contract shall be governed by and shall be construed in accordance with the laws of England and Wales. Any matter, claim or dispute arising out of or in connection with the Contract, whether contractual or non-contractual, is to be governed by and determined in accordance with the laws of England and Wales.
19.2 Each party irrevocably submits and agrees to submit to the exclusive jurisdiction of the courts of England and Wales and agrees that any proceeding, suit or action arising out of or in connection with any Contract shall be brought in those courts.