TERMS AND CONDITIONS OF SALE

CONTENTS

CLAUSE

  1. Who we are and how to contact us
  2. Our contract with you
  3. Placing an order and its acceptance
  4. Our goods
  5. Delivery, transfer of risk and title
  6. No international delivery
  7. Price of goods and delivery charges
  8. How to pay
  9. Manufacturer’s guarantee
  10. Our liability: your attention is particularly drawn to this clause
  11. Termination
  12. Events outside our control.
  13. Communications between us
  14. General

AGREED TERMS

1. Who we are and how to contact us.

1.1 Who we are.When we say we, us and our we mean Quantum Controls Limited (company number 04118204), a company registered in England and Wales and our registered office is at 6A Dukes Way, Low Prudhoe Industrial Estate, Prudhoe, Northumberland, NE42 6PQ. Our main trading address is 6A Dukes Way, Low Prudhoe Industrial Estate, Prudhoe, Northumberland, NE42 6PQ. Our VAT number is GB945782382. We operate the websitehttps://www.quantum-controls.co.uk/.

1.2 How to contact us.You can contact our customer service team by telephone at 0330 9000 247 or by email sales@quantum-controls.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 13.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Language. These Terms and the Contract are made only in the English language.

2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. Placing an order and its acceptance

3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.

3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order.

4. Our Goods

4.1 Goods may vary slightly from their pictures. The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 Goods packaging may vary. The packaging of your Goods may vary from that shown on images on our site.

4.3 We may amend the Goods. We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

5. Delivery, transfer of risk and title

5.1 Time of delivery. We will contact you with an estimated delivery date, which will be within thirty(30) days after the date on which we email you to confirm our acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 12 (Events outside our control) for our responsibilities when this happens.

5.2 When delivery occurs. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order by the carrier organised by us to deliver them to you and the Goods will be at your risk from that time.

5.3 Your ownership of the Goods. You own the Goods once we have received payment in full, including of all applicable delivery charges.

5.4 Our liability to you should we fail to deliver. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

5.5 If no one is able to accept delivery. If you for any reason you fail to take or accept delivery of the Goods on the agreed date or dates, delay in doing so or fail to provide a delivery address pursuant to your order, then, except where such failure or delay is caused by our failure to comply with our obligations under the Contract, without prejudice to any our other rights (whether under these Terms or otherwise):

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the firstBusiness Day after the day on which we notify you that the Goods were ready for delivery; and

(b) we shall be entitled to make an additional charge in respect of any delay caused by such failure and for any costs incurred as a result of repeated delivery necessitated by such failure (including any repeat courier charges and/or storage charges).

6. No international delivery

6.1 No deliveries outside the UK. Unfortunately, we do not deliver to addresses outside the UK through our website. For international delivery enquiries, you may contact us by email at motors@quantum-controls.co.ukfor details.

6.2 Orders from outside the UK. You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.

7. Price of goods and delivery charges

7.1 Where to find the prices of the Goods. The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 7.5 for what happens if we discover an error in the price of Goods you ordered.

7.2 Prices may vary. Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

7.3 Prices exclude VAT. The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

7.4 Delivery is not included. The price of the Goods does not include delivery charges. Our standard delivery charges are as advised to you on the website. To check the delivery charges relevant to the Goods being purchased, please referto the delivery charges detailed on our website. For urgent same day shipping, you may contact us by email at motors@quantum-controls.co.ukfor specific delivery charges.

7.5 What happens if we got the price wrong? We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

(a) where the Goods’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and

(b) if the Goods’ correct price is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly 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 cancel supply of the Goods and refund you any sums you have paid.

8. How to Pay

8.1 Methods of payment. You can only pay for Goods using a debit card or credit card.

8.2 Payments are made in advance. Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Goods.

8.3 We may provide credit terms. We may, in our sole discretion, designate to you approved credit terms and in any such case, unless otherwise specified in writing by us, payment shall be made by you net cash in pounds sterling not later than 30 days after the earlier of:

(a) the date on which the invoice is dated; or

(b) The date on which we despatch the Goods; or

(c) the Customer takes delivery of the goods notwithstanding that property in the goods has not passed to the Customer.

8.4 Payment in foreign currencies. In the event that you make payment in any currency other than pounds sterling, then you shall:

(a) pay to us a handling charge equal to 10% of the amount paid other than in pound sterling; and

(b) indemnify us in respect of all costs and expenses payable by us to third parties (including, but not limited to, commission payable to a bank or other financial institution) in respect of the conversion of the amount paid into pound sterling.

9. Manufacturer’s guarantee

9.1 Details of the guarantee. Some of the Goods we sell to you come with a manufacturer’s guarantee. We will use our reasonable endeavours to pass on the benefit of any manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.

10. Our liability: your attention is particularly drawn to this clause

10.1 Goods are only supplied for internal business use. We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.

10.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in these Terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

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

(d) any other liability that cannot be limited or excluded by law.

10.3 Limits to our liability. Subject to clause 10.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

(a) any loss of profits, sales, business, or revenue; or

(b) loss or corruption of data, information or software;or

(c) loss of business opportunity;or

(d) loss of anticipated savings;or

(e) loss of goodwill; or

(f) any indirect or consequential loss.

10.4 Our total liability to you. Subject to clause 10.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances one hundred and twenty-five per cent(125%) of the price of the Goods (excluding the delivery charges).

10.5 No implied representations, conditions or warranties. Except as expressly stated in these Terms, we do not give any representations, conditions, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

11. Termination

11.1 We may suspend supply or delivery to you. Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fourteen (14) days of you being notified in writing to do so;

(b) you fail to pay any amount due under the Contract on the due date for payment;

(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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];

(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

11.2 No effect on rights. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

11.3 Provisions surviving termination. 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.

12. Events outside our control

12.1 If our performance is delayed due to an event outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

12.2 Our response to an Event Outside Our Control. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

12.3 You may end the Contract due to an Event Outside Our Control. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

13. Communications between us

13.1 Methods of communication. When we refer to “in writing” in these Terms, this includes email.

13.2 How to give notice. Any notice or other communication given [by one of us to the other] under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

13.3 When a notice is received. A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

(c) if sent by email, at 9.00 am the next working day after transmission.

13.4 Proof of notice. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

13.5 This provision only applies to notices or other communications. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14. General

14.1 Assignment and transfer.

(a) We may assign or transfer our rights and obligations under the Contract to another entity.

(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

14.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

14.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

14.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

14.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

14.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.