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Terms and conditions

Buckleys (UVRAL) Limited Terms and Conditions of Sale

These are the legal terms and conditions (Terms) on which Buckleys (UVRAL) Limited (company number 0374468) registered in England and Wales whose registered office is at Buckleys House, Unit G, Concept Court, Shearway Road, Shearway Business Park, Folkestone, Kent CT19 4RG (Seller), supplies goods (Goods) and/or carries out repair, calibration and other services (Services) to you (Purchaser).  

All quotations, contracts and goods and/or services supplied by the Seller are governed by these Terms unless otherwise stated by the Seller in writing.  Terms and conditions opposing or deviating from our Terms and Conditions shall not apply unless we have expressly approved the application thereof.

1    Basis of contract 

  1. Quotations may be requested from the Seller by the Purchaser using the Seller’s website, by telephone or by email. Any quotation given by the Seller shall not constitute an offer and is only valid for thirty (30) days from its date of issue. 
  2. Where the Purchaser accepts the Seller’s quotation, it must place an order with the Seller by contacting the Seller in writing (including via email) with a Purchase Order. There shall be no contract between, or obligations on, either party until a valid Sales Order Acknowledgement has been issued in writing (including via email) by the Seller to the Purchaser at which point a Contract between the Seller and the Purchaser shall come into existence.
  3. These Terms apply to the Contract to the exclusion of any other terms that the Purchaser seeks to impose or incorporate, or which are implied by trade, customer practice or course of dealing. No variation of these Terms shall be binding on the Seller unless and until the variation has been accepted in writing by a duly authorised person on behalf of the Seller. 
  4. The Contract and the documents referred to in it constitute the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller that is not set out in the Contract. 

2    Price and delivery

  1. The Goods are as described on the Seller’s website at the time and date at which the Contract was created. 
  2. Delivery shall be conducted in accordance with Incoterms ® 2010 or the latest version of that publication which is in force at the date that the relevant contract is entered into by the parties to it.
  3. The Seller shall deliver the Goods to the location (Named Place of Delivery) set out in the Sales Order Acknowledgement.
  4. Any modification to the Contract (including an alteration to the delivery location) shall be confirmed in writing (email included) by the Purchaser, and by the Seller who will amend & reissue the Sales Order Acknowledgement.
  5. In the absence of any specific agreement, the Named Place of Delivery shall be deemed to be FCA Buckleys House, Folkestone, CT19 4RG (Incoterms ® 2010). 
  6. All prices quoted for Goods and Services under these Terms are exclusive of Value-Added Tax (VAT), Packing, Carriage & Administration.   
  7. The goods will be packed to the Seller’s normal specifications in non-returnable packaging.  If required, Carriage will be arranged at the request and at the sole expense of the Purchaser.  Packing, Carriage & Administration will be stated in the Sales Order Acknowledgement
  8. Invoices shall be calculated based on list prices in effect on the date of delivery plus VAT where required by legislation.  VAT will be charged, except where the conditions have been met for export shipments to be exempted.
  9. Provided the Seller takes all reasonable steps to deliver the Goods at the time stated, the Seller shall not be liable to the Purchaser for failure to do so and time shall not be of the essence. 
  10. The Seller, at its sole discretion, reserves the right to deliver Goods in more than one consignment and to invoice the Purchaser separately for each consignment. Each consignment shall constitute a separate Contract and any delay in delivery or defect in a consignment shall not entitle the Purchaser to cancel any other consignment. 
  11. Purchasers based outside the UK are responsible, at their own expense, for obtaining any import licence or other legal documentation required in the country for which the Goods are destined.  The failure to obtain such a licence shall not be sufficient grounds for a claim of force majeure.  The Seller is responsible for seeking any export licence from the UK that may be necessary unless the Purchaser’s office, from which the order is issued, is situated in the UK. 
  12. Claims for incorrect delivery of Goods must be made in writing to the Seller by the Purchaser within ten (10) days of delivery and must be accompanied by the original packing note for such incorrectly delivered Goods.
  13. In the case of Goods not arriving by the advised or expected delivery date, the Purchaser should advise the Seller promptly, so that the Seller may assist the Purchaser in tracking the consignment.
  14. All claims covering the operability of the Goods will be covered by the Seller’s manufacturing guarantee set out at clause 7 below. 
  15. The Seller reserves the right to refuse to accept claims that are not received at the Seller’s offices within the times or under the conditions set out above.

3    Title and risk 

  1. The risk in the Goods shall pass to the Purchaser once the Goods have reached the Named Place of Delivery as defined in the Contract.
  2. Title to the Goods shall not pass to the Purchaser until the Seller receives payment in full for the Goods. 
  3. Until title to the Goods has passed to the Purchaser, the Purchaser shall:
    1. store the Goods separately from all other Goods held by the Purchaser so that they remain readily identifiable as the Seller’s property;
    2. not remove, deface or obscure any identifying mark (including the Seller’s trade name or any serial number) or packaging on or relating to the Goods; and
    3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Seller’s behalf from the date of delivery. 
  4. Prior to title to the Goods passing to the Purchaser, the Seller may at any time require the Purchaser to deliver up the Goods in its possession and, if the Purchaser fails to do so promptly, the Seller may at any time enter the Purchaser’s premises to recover Goods. 

4    Supply of services

  1. The Seller warrants to the Purchaser that the Services will be provided using reasonable skill and care. 
  2. The Seller shall use reasonable endeavours to meet any performance dates for the delivery of Services set out in the Sales Order Acknowledgement, but such dates shall be estimates only and time shall not be of the essence. 

5    Payment 

  1. The Seller shall invoice the Purchaser at any time before, on or after delivery of the Goods or performance of the Services. 
  2. Where no Purchaser Credit Agreement has been established, the Seller will issue a Pro-Forma Invoice to the Purchaser.  The goods will not be prepared for despatch until this has been paid in full.
  3. Where a Credit Agreement between the Purchaser and Seller has been established, and unless a payment date has been specified in the Contract, the Purchaser must pay the Seller in full within the terms of that credit agreement. 
  4. Time for payment shall be of the essence. 
  5. Payment shall be made by the Purchaser in the currency stated in the Contract. 
  6. The Seller reserves the right to suspend deliveries to the Purchaser where payment for any previous Order related or otherwise has not been made on the due date and remains outstanding, or where the credit extended to that Purchaser exceeds the limit applied to that account by the Seller in its absolute discretion. 

6    Description and data

  1. The Seller shall ensure that, at the time the Goods leave the Seller’s premises for delivery to the Purchaser, the Goods conform in all material respects with their description. 
  2. The Seller reserves the right to discontinue or to make design changes to the Goods without notice.
  3. Subject to clause 11.1, the Seller shall use reasonable endeavours to ensure the accuracy of technical data or literature relating to the Goods, but the Seller (so far as permitted by law) accepts no liability in contract, tort or otherwise for any damage or injury arising directly or indirectly from any error or omission in such technical data or literature. 
  4. Unless otherwise stated, electrical ratings represent safe working limits. Dimensions and other physical characteristics are subject to normal commercial tolerance. The Purchaser shall be responsible for ensuring the fitness of the product for the Purchaser’s chosen application. 

7    Manufacturing guarantees

  1. Equipment supplied by the Seller is covered by 12 months 'return to base' warranty from date of delivery to Purchasers' Works. If any of the goods supplied by the Seller prove on inspection to be defective in materials or workmanship, the Seller will undertake at its option; to repair, replace the same or to refund to the buyer the price of the goods. In no circumstances will liability exceed the cost of replacement or the price paid by the buyer for the goods.
  2. The Purchaser should contact the Seller prior to return of goods under warranty, in order to ensure that the correct Incoterms are applied to the shipment, and that it does not attract Customs duty.  The Seller will not be liable for duty or shipping costs incurred.
  3. If, on inspection, the equipment is deemed to have been subject to misuse, all repairs will be chargeable.  The warranty shall be invalidated if in the Seller’s reasonable opinion, the unit has been opened, or parts or components are installed, replaced or refurbished by anyone other than a Technician certified by the Seller.
  4. This does not affect the consumer’s statutory rights in any way.

8    Force majeure

  1. The Seller shall have no liability in respect of any failure to deliver or delay in delivering any Goods, providing Services or performing any obligations under these Terms due to any event beyond its reasonable control. Such events include, but are not limited to, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 

9    Price variations

  1. The Seller reserves the right to increase the price of the Goods and/or Services to be supplied to the Purchaser in proportion to any increased costs (including but not limited to alterations in exchange rates and taxes) incurred by the Seller from the date of the Seller’s Order Acknowledgement up to and including the date of the delivery of the Goods or the supply of the Services.

10  Storage of goods

  1. Where delivery of Goods is delayed due to the fault or default of the Purchaser or the Purchaser’s agents or subcontractors, storage and all associated costs will be charged to, and be payable by, the Purchaser. 
  2. The Goods shall remain at the Purchaser’s risk (but title shall not pass) from the date of the delay. The Seller reserves the right to invoice the Goods at the original delivery date, which shall also be the date of commencement of the relevant guarantee (as set out at clause 7 above). 
  3. We reserve the right to charge storage fees on goods not collected after completion of repair. 

11  Limitation of liability

  1. Nothing in these Terms shall limit or exclude the Seller’s liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987. 
  2. Subject to clause 11.1 above, the Seller shall under no circumstances whatever be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:
    1. any loss of profit;
    2. any indirect loss;
    3. any consequential loss; or
    4. any loss of data, suffered or incurred by the Purchaser under or in connection with these Terms.
  3. The Seller’s total liability to the Purchaser in respect of all losses arising under or in connection with these Terms, however so arising, shall in no circumstances exceed the Contract price. 
  4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 

12  Intellectual property rights 

  1. All intellectual property rights in or arising out of or in connection with the supply of the Goods and or Services shall be owned by the Seller or its licensors.
  2. The Purchaser shall indemnify and keep indemnified the Seller against all royalties, demands, proceedings, losses and costs in connection with any infringement or alleged infringements of any third-party patent, registered design or other industrial property right in the manufacture, sale or application of the Goods.

13  Cancellation and returned goods 

  1. Cancellation will not be accepted for any Goods designed specifically for the Purchaser. 
  2. The Seller shall only accept the return of Goods without its previous consent in relation to those Goods covered by the Manufacturing Guarantee referred to clause 7 above.
  3. Other than under the Manufacturing Guarantee referred to in clause 7, if the Seller agrees to accept the return of Goods, those Goods must be returned at the Purchaser’s sole expense. All Goods returned by the Purchaser shall be returned to the Seller in the condition that they were originally delivered to the Purchaser. If Goods are tested by the Seller they will be subject to a minimum charge equivalent to 20% of the invoice price (exclusive of VAT), which shall be paid by the Purchaser. If the Seller agrees to cancel an Order or part of an Order relating to items not specifically designed for the Purchaser, a minimum charge equivalent to 20% of the total Order price (exclusive of VAT) shall be paid by the Purchaser. 

14  Termination 

  1. Without limiting its other rights or remedies the Seller may terminate the Contract by giving the Purchaser not less than seven (7) days’ written (including by email) notice. 
  2. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written (including by email) notice to the Purchaser if:
    1. the Purchaser commits a material breach of any of these Terms and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of receipt of notice in writing to do so; or
    2. any action, proceedings, procedure or step is taken for the winding up, dissolution, administration or reorganisation of the Purchaser; or
    3. any action, proceedings, procedure or step is taken to appoint a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar office in respect of the Purchaser or any of its assets. 

15  Severance

  1. 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 these Terms.

16  Third parties 

  1. Any person who is not a party to the Contract shall not have any right to enforce its terms. 

17  Governing law and jurisdiction 

  1. The Contract and any dispute arising out of or in connection with it, or its subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales. 
  2. The Seller and the Purchaser irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation. 

Terms and conditions of sale last updated: 10 August 2018

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