ROTAFLEX ONLINE STANDARD TERMS AND CONDITIONS OF SALE
All purchasers of products from this website are directed to condition 11
ROTAFLEX ONLINE STANDARD TERMS AND CONDITIONS OF SALE
All purchasers of products from this website are directed to condition 11
TABLE OF CONTENTS
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
The person, firm or company who purchases the Tube Tech Products from Tube Tech.
Tube Tech International Limited (Company number: 02909304) or any of its subsidiaries.
any contract between The Seller (Tube Tech) and the Buyer for the sale and purchase of the Tube Tech Products, incorporating these conditions.
the place where delivery of the Tube Tech Products is to take place under condition 4.
Tube Tech Products:
any goods or products agreed in the Contract to be supplied to the Buyer by Tube Tech (including any part or parts of them).
1.2 A reference to a particular law is a reference to it as it is in force, for the time being, taking account of any amendment, extension, application or re‐enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
1.6 “Writing” includes email but not fax.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions including any terms or conditions which the Buyer purports to apply.
2.2 These conditions apply to all Tube Tech’s sales via its website and any variation to these conditions and any representations about the Tube Tech Products shall have no effect unless expressly agreed in writing and signed
by Mr Mike Watson of Tube Tech.
2.3 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Tube Tech which is not set out in the Contract. Nothing in this condition shall exclude or limit Tube Tech’s liability for fraudulent misrepresentation.
2.3 Each order for Tube Tech Products by the Buyer from Tube Tech shall be deemed to be an offer by the Buyer to buy Tube Tech Products subject to these conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by Tube Tech until Tube Tech sends an email to the Buyer to accept it, at which point the Contract between Tube Tech and the Buyer will come into existence.
2.5 The Buyer shall ensure that the terms of its order are complete and accurate.
2.6 If Tube Tech is unable to supply the Buyer with the Tube Tech Products for any reason, Tube Tech will inform the Buyer and the order will not be processed.
2.7 If the Buyer has already paid for the goods, Tube Tech will refund the full amount including any delivery costs charged as soon as possible.
If the Buyer has already paid for the goods, Tube Tech will refund the full
amount including any delivery costs charged as soon as possible.
3.1 All images, descriptions and advertising on Tube Tech’s website are illustrative only and published for the sole purpose of giving an approximate idea of the Tube Tech Products. They shall not form part of the Contract and this is not a sale by sample.
4.1 Unless otherwise agreed in writing by Tube Tech and the Buyer, delivery of the Tube Tech Products shall take place within 30 days after the date on which Tube Tech confirm acceptance of the Buyer’s order. Occasionally, our delivery to you may be affected by a Force Majeure Event. See Condition 14.
4.2 Any dates specified by Tube Tech for delivery of the Tube Tech Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these conditions Tube Tech shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Tube Tech Products (even if caused by Tube Tech’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.4 If for any reason the Buyer fails to accept delivery of any of the Tube Tech Products or Tube Tech is unable to deliver the Tube Tech Products on time because the Buyer has not provided appropriate instructions:
(a) the risk in the Tube Tech Products shall pass to the Buyer (including for loss or damage caused by Tube Tech’s negligence);
(b) the Tube Tech Products shall be deemed to have been delivered; and
(c) Tube Tech may store the Tube Tech Products until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.5 Tube Tech may deliver the Tube Tech Products by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.6 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.7 Tube Tech deliver worldwide.
4.8 There may be restrictions on some Tube Tech Products in certain countries. Any fees, charges, costs and expenses incurred in overcoming those restrictions are the responsibility of the Buyer.
4.9 The Buyer’s order may be subject to import duties and taxes, which are applied when the delivery reaches the destination. Such duties and taxes are the responsibility of the Buyer. The amount cannot be predicted. The Buyer should contact local customs offices for information before placing any order. Tube Tech reserve the right to charge the Buyer for the purpose of reimbursement of any fees, charges, costs, expenses, duties or taxes paid by Tube Tech for the purpose of overcoming any restrictions and/or to settle any import duties and taxes.
4.10 The Buyer shall comply with all applicable laws and regulations of the country for which the Tube Tech Products are destined. Tube Tech shall not be liable or responsible if the Buyer breaks any law.
5.1 The quantity of any consignment of Tube Tech Products as recorded by Tube Tech on dispatch from Tube Tech’s place of business shall be conclusive evidence of delivery and the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 Tube Tech shall not be liable for any non-delivery of Tube Tech Products (even if caused by Tube Tech’s negligence) unless the Buyer gives written notice to Tube Tech of the non-delivery within 1 day of the date when the Tube Tech Products would in the ordinary course of events have been received.
5.3 Any liability of Tube Tech for non-delivery of the Tube Tech Products shall be limited to replacing the Tube Tech Products within a reasonable time or refund the price paid for such Tube Tech Products.
5.4 If the Buyer fails to take delivery of the Tube Tech Goods within 10 days after the day on which the Tube Tech first attempted to deliver the Tube Tech Goods, Tube Tech reserve the right to resell part of or all of the Tube Tech Goods.
6.1 The Tube Tech Products are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Tube Tech Products shall not pass to the Buyer until Tube Tech has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Tube Tech Products; and
(b) all other sums, including any delivery costs, which are or which become due to Tube Tech from the Buyer on any account.
6.3 On termination of the Contract, howsoever caused, Tube Tech’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Tube Tech in writing, the price for the Tube Tech Products shall be the price quoted on Tube Tech’s website at the time the Buyer submits an order. Tube Tech takes all reasonable care to ensure that the prices of goods are correct at the time when the relevant information was entered onto the system.
7.2 The price for the Tube Tech Products shall be inclusive of any value-added tax. The price shall be exclusive of all costs and/or charges in relation to the delivery of the Tube Tech Products, such costs and/or charges the Buyer shall pay in addition to the price for the Tube Tech Products when the Buyer purchases the Tube Tech Products.
7.3 Prices for the Tube Tech Products may change from time to time, but changes will not affect any order the Buyer has already placed.
7.4 It is always possible that, despite Tube Tech’s reasonable efforts, the Tube Tech Products on Tube Tech’s web site may be incorrectly priced. If Tube Tech discovers an error in the price of the Tube Tech Products, Tube Tech will contact the Buyer to inform the Buyer of the error and give the Buyer the option of continuing to purchase the Tube Tech Goods at the correct price or cancelling the order. Tube Tech will not process the order until the Buyer has provided instructions as to whether the Tube Tech Goods will be purchased or whether the order is to be cancelled. If Tube Tech are unable to contact the Buyer using the contact details provided by the Buyer during the ordering process, Tube Tech will treat the order as cancelled and notify the Buyer. If Tube Tech mistakenly accepts and process the order where a pricing error is obvious and unmistakable and could reasonably have been recognised by the Buyer as a mispricing, Tube Tech may cancel supply of the Tube Tech Goods and refund the Buyer any sums paid.
8.1 Payment of the price for the Tube Tech Products and any other sums charged is due in pounds sterling or any other currency as specified by Tube Tech from time to time, and shall be paid in advance prior to delivery or as otherwise agreed by both parties.
8.2 Payment may be made by the Buyer using a debit card or credit card. Tube Tech accepts the following cards: Visa, MasterCard and American Express, and credit card payments will be processed by phone.
8.3 No payment shall be deemed to have been received until Tube Tech has received cleared funds.
9. RETURN AND REFUND
9.1 The Buyer may cancel the Contract and receive a refund within 7 days from the date of order. If the Tube Tech Goods are delivered before the Buyer decides to cancel the Contract the Buyer shall return the Tube Tech Goods to Tube Tech at its own expense. If the Buyer wishes to cancel the Contract under this clause it must notify Tube Tech in accordance with condition 9.2.
9.2 To cancel the Contract, the Buyer must email Tube Tech at [email protected]. Details of the order should be included in any email.
10.1 Where Tube Tech is not the manufacturer of the Tube Tech Products, Tube Tech shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to Tube Tech.
11. LIMITATION OF LIABILITY
11.1. Subject to condition 4, condition 5 and condition 10, the following provisions set out the entire financial liability of Tube Tech (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Tube Tech Products, or of any product incorporating any of the Tube Tech Products; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of Tube Tech:
(a) for death or personal injury caused by Tube Tech’s negligence; or
(b) under section 2(3) Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Tube Tech to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.4 Subject to condition 10.2 and condition 10.3:
(a) Tube Tech’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) Tube Tech shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
12.1. Without limiting any other right of Tube Tech, suspension of the supply or delivery of the Tube Tech Goods to the Buyer, or termination of the Contract with immediate effect by giving written notice to the Buyer shall be permitted if:
(a) the Buyer commits a material breach of any term of the Contract and
(b) if such breach is remediable, the Buyer fails to remedy that breach within 7 days12.2 Tube Tech warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Tube Tech Products shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
(b) be reasonably fit for its purpose.
13.3 Tube Tech shall not be liable for a breach of the warranty in condition unless:
(a) the Buyer gives written notice of the defect to Tube Tech, and, if the defect is as a result of damage in transit, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and(b) Tube Tech is given a reasonable opportunity after receiving the notice of examining such Tube Tech Products and the Buyer (if asked to do so by Tube Tech) returns such Tube Tech Products to Tube Tech’s place of business at the Buyer’s cost for the examination to take place there.
12.4 Tube Tech shall not be liable for a breach of the warranty in condition if:
(a) the Buyer makes any further use of such Tube Tech Products after giving such notice; or
(b) the defect arises because the Buyer failed to follow Tube Tech’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Tube Tech Products or (if there are none) good trade practice;
(c) the Buyer alters or repairs such Tube Tech Products without the written consent of Tube Tech; or
(d) any damage to Tube Tech Products is caused by the misuse of such products by the Buyer.12.5 Subject to condition 12.3 and condition 12.4, if any of the Tube Tech Products do not conform with the warranty in condition 10.1 Tube Tech shall repair or replace such Tube Tech Products (or the defective part) or refund the price of such Tube Tech Products. Provided that, Tube Tech so requests, the Buyer shall, at Tube Tech’s expense, return the Tube Tech Products or the part of such Tube Tech Products which is defective to Tube Tech.
12.6 If Tube Tech complies with condition 12.5 it shall have no further liability for a breach of the warranty in condition 12.2 in respect of such Tube Tech Products.
12.7 Any Tube Tech Products replaced shall belong to Tube Tech and any repaired or replacement Tube Tech Products shall be guaranteed on these terms for the unexpired portion of the 12 month period.
(a) being notified by Tube Tech in writing to do so;(b) the Buyer fails to pay any amount due under the Contract;
(c) the Buyer takes any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with the Buyer’s creditors (other than a solvent restructuring, being wound up (whether voluntarily or otherwise, unless for the purpose of a solvent restructuring), having a receiver appointed to any of the Buyer’s assets or ceasing to carry on business; and(d) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a part of its business.
12.6 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.
13.1. Tube Tech may assign the Contract or any part of it to any person, firm or company.
13.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Tube Tech.
14. FORCE MAJEURE
Tube Tech reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Tube Tech Products ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Tube Tech including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to Tube Tech to terminate the Contract.
15.1. Each right or remedy of Tube Tech under the Contract is without prejudice to any other right or remedy of Tube Tech whether under the Contract or not.
15.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
15.3. Failure or delay by Tube Tech in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
15.4. Any waiver by Tube Tech of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
15.6. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
16.1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:
(a) Communications to Tube Tech should be addressed to 14 Rawreth Industrial Estate, Rawreth Lane, Rayleigh, Essex SS6 9RL or such changed address as shall be notified to the Buyer by Tube Tech; or
(b) In the case of the communications to the Buyer, the Buyer will provide the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the
Contract, or such other address as shall be notified to Tube Tech by the Buyer.
16.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by email on a working day, at the time of transmission and otherwise on the next working day, excluding weekends and Bank Holidays, when the email is sent after 5.30pm GMT, Monday to Friday.
16.3 Communications addressed to Tube Tech shall be marked for the attention of Chris Wright.