Terms of service
ZONE3 Ltd - Terms and Conditions of Sale
1 INTERPRETATIONS
1.1 In these Conditions: “BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. “GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions. “SELLER” means ZONE3 Ltd (registered in the UK with company number 06990781). “CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. “CONTRACT” means the contract for the purchase and sale of the Goods. “WRITING” includes e-mail and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re- enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 Unless expressly stated to the contrary, in these Conditions, “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words or term preceding those terms
2 BASIS OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any description contained in the Seller’s catalogues samples price lists or other advertising material is intended mainly to present a general picture of the Seller’s products and shall not form a representation or be part of the Contract.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of the Goods shall be set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s Order (if accepted by the Seller). The specification for the Goods shall be in accordance with:
3.3.1 the current edition of the relevant product description leaflet as published from time to time by the Seller; and
3.3.2 any further specifications or descriptions (if any) expressly listed or set out on the face of the Order. No other specification shall form part of or be incorporated by reference into this contract.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any
applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7 The Seller does not permit the Buyer to sell ZONE3 goods on third-party marketplace websites such as Amazon or eBay.
4 PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted or a quoted price is no longer valid, the price listed in the Seller’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price for Goods excludes delivery by the Seller to the Buyer’s premises. In respect of Goods to be delivered to locations in Great Britain the invoice will include the cost of delivery by the Seller to the Buyer’s premises using the Seller’s normal packaging. Any special packaging of Goods requested by the Buyer shall be an extra charge and unless provided to the contrary containers and packaging will not be returnable.
4.4 Damage or shortage of Goods at delivery shall be reported to the Seller within 48 hours of receipt of Goods at the Buyer’s premises in accordance with clause 8.4. Non-delivery of Goods shall be reported within 10 days of the date of dispatch as notified to the Buyer in advice notices.
4.5 The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.6 Unless otherwise agreed in writing all tools drawings and other equipment manufactured or obtained by the Seller for the purposes of the Contract (whether partly or wholly at the expense of the Buyer or not) shall be and remain the property of the Seller.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall in the case of a Buyer whose credit has been approved by the Seller be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods. In the case of a Buyer whose credit has not been approved by the Seller, payment will be due cash on delivery to the Buyer or its nominated carrier.
5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer; and
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer): and charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 2 per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6 DELIVERY
6.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.3.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract.
6.4 Quantities of goods may vary from the quantities ordered depending upon stock availability at the time of packing. Such variations will be shown on invoices and charged pro-rata. Back orders will be fulfilled as soon as stock becomes available.
6.5 No change to the requested delivery date will be accepted by the seller unless agreed a minimum 60 days in advance of the provisionally agreed date.
6.6 The Seller will make any amends to shipping charges on orders at least 30 days in advance of shipping the order or part of the order to the Buyer.
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer the Goods are available for collection; or
7.1.2 Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title and property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Title to the Goods shall not pass to the Retailer in accordance with clause 7.2. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until the that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been
resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Seller reserves the right to recover debt collection costs from the Buyer, such costs incurred to recover overdue invoices including legal costs and late payment fees. For the avoidance of doubt, this clause shall apply in the event the Buyer enters liquidation and the Seller deems this clause valid against an external administrator.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond in all material respects with their specification at the time of delivery and will be free from defects in material and workmanship for a period of six months from delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Buyer.
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
8.2.3 the Seller shall be under no liability under the warranty (or any other warranty, condition or guarantee) if the total price of the Goods has not been paid by the due date for payment.
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as given by the manufacturer to the Seller.
8.3 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 10 days from the date of delivery of the goods. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.6 Nothing in these Conditions or any Contract limits any liability which cannot legally be limited, including liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, (iii) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession) and (iv) breach of section 2 of the Consumer Protection Act 1987.
8.7 Notwithstanding any other provision of these Conditions or any Contract but subject to clause 8.6:
8.7.1 The Seller’s total aggregate liability in respect of all claims howsoever arising (whether for contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or connection with the Contract shall be limited to an amount equal to 100% of the price paid by the Buyer for the Goods supplied pursuant to such Contract.
8.7.2 The Seller shall not be liable for: (i) loss of profit; (ii) loss of business; or (iii) loss of revenue, in each case whether direct or indirect (howsoever caused) which arise out of or in connection with these Conditions or any Contract; and
8.7.3 The Seller shall not be liable for any indirect, consequential or special loss or damage (howsoever caused) which arise out of or in connection with these Conditions or any Contract.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, global pandemic, fire or accident:
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition:
8.8.3 acts, restrictions, regulations, byelaws, prohibitions or measures or any kind on the part of any governmental, parliamentary or local authority:
8.8.4 import or export regulations or embargoes.
8.8.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery.
8.8.7 power failure or breakdown in machinery.
8.8.8 quarantine or any government or regulatory authority mandated precautions against contagious disease epidemics or pandemics.
9 PATENT NAME
9.1 Goods, which are the subject of patent protection both in Great Britain and elsewhere and the sale of such Goods pursuant to this contract carry a limited licence under such of the Seller’s patents as relate to the Goods. Where the Goods are sold by reference to a trade name or mark of the Seller and Buyer and its successors in Title shall have the right to describe such of its products as incorporate a substantial quantity or proportion of the Goods by reference to the trade name or mark in question. This right shall be subject to the Seller’s prior approval of the quality and standards of workmanship and design of the Buyer’s products provided that such approval shall not be unreasonably withheld.
10 INSOLVENCY OF BUYER
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.2 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11 EXPORT TERMS
11.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.
11.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon and if the Buyer fails to comply with such requirements the Buyer shall (in addition to any other liability it may have to the Seller) be liable to indemnify the Seller in respect of any costs and expenses incurred by the Seller in pursuance of the contract.
11.3 Unless otherwise agreed in writing between the Buyer and Seller, the Goods shall be delivered Ex Works and the Buyer undertakes to adequately insure Goods against loss when risk passes to the Buyer. When a contract is expressed to be either C and F or CIF to an overseas territory the price of the Goods will include the cost of freight by air or sea to principal ports only in the territory named and CIF prices will include insurance protection against breakage risk or total loss for the amount of the CIF price plus 10%.
11.4 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a United Kingdom Bank acceptable to the Seller and enable the Seller to present the contract documents through the bank the Seller designates.
12 DATA PROTECTION
The data protection clauses set out in the following Schedule apply to these Conditions and each Contract.
13 GENERAL
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may be at the relevant time have been notified pursuant to this provision to the party giving the notice.
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.4 The laws of England shall govern the Contract and the parties hereto irrevocably submit to the jurisdiction of the English courts.
DATA PROTECTION SCHEDULE
1.1 Both parties will comply with all applicable requirements of the Data Protection Laws. This Schedule is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Laws.
1.2 If and to the extent the Seller processes any personal data on the Buyer’s behalf when performing its obligations under the Contract, it does so as a data processor for the Buyer who acts as data controller. The scope, nature, purpose and duration of which and the types of personal data will be set out in the relevant Contract. In any such case and without prejudice to the generality of clause 1.1 (above):
(a) the Seller shall process the personal data only on the written instructions reasonably given by the Buyer, except to the extent otherwise required by applicable law (and shall inform the Buyer of that legal requirement before processing, unless applicable law prevents it doing so);
(b) taking into account the state of technical development and the nature of processing, each party shall implement and maintain the technical and organisational measures to protect personal data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access;
(c) the Seller shall: (i) ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; (ii) assist the Buyer, at the Buyer’s cost, in respect to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (iii) notify the Buyer without undue delay on becoming aware of a personal data breach; (iv) at the written direction of the Buyer, delete or (subject to the Buyer’s payment of charges at the Seller’s current rates) return the personal data and copies thereof to the Buyer on termination of the Contract unless required by applicable law to store the personal data; and (v) maintain complete and accurate records and information to demonstrate its compliance with this Schedule and allow for audits by the Buyer or the Buyer's designated auditor;
(d) the Buyer agrees that the Seller may transfer personal data outside the European Economic Area provided that the Seller complies with Data Protection Laws by providing an adequate level of protection to any personal data that is transferred;
(e) the Seller shall make available to the Buyer a list of any sub-contractors engaged in the processing of the Buyer’s personal data (Sub-Contractor List). For each sub-contractor appointed by the Seller under this Schedule, the Seller shall enter into a written agreement that contains provisions which are equivalent to those in this Schedule.
1.3 The Buyer hereby consents to the Seller’s use of sub-contractors in the Sub-Contractor List. If the Seller changes the Sub-Contractor List, the Seller shall notify the Buyer to give the Buyer an opportunity to object to such change. The Buyer must (acting reasonably) notify the Seller of any objection within 30 days, explaining such objection. Upon receipt of any objection, the Seller may: (a) cancel its plans to change the Sub-Contractor List; or (b) offer an alternative which is acceptable to the Buyer. If none of the above options resolve the objection, then without liability, either party may terminate the Contract by providing written notice with immediate effect.
1.4 The Buyer shall ensure that it is entitled to transfer the relevant personal data to the Seller so that the Seller may lawfully process the personal data in accordance with the Contract. The Buyer acknowledges that the Seller is reliant on the Buyer for instructions as to the extent to which the Seller is entitled to use and process any personal data. Consequently, the Seller will not be liable for any claim brought by a data subject arising from any action or omission of the Seller to the extent that such action or omission resulted directly from the Buyer's instructions.
1.5 In this Schedule, Data Protection Laws means all applicable laws from time to time in force in the United Kingdom relating to the protection of personal information, including the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the General Data Protection Regulation ((EU) 2016/679) and any laws substituting, re-enacting or replacing any of the foregoing, as amended or updated, in each case as in force in the United Kingdom from time to time; and personal data, data controller, data processor, data subject, process and processing shall have the meanings given to them in the Data Protection Laws.