1. Reference in these Terms and Conditions to “the company” means CommSense Ltd trading as Power-Sense or any of its subsidiaries or associated companies dealing on these terms and conditions; “the customer” means any party to whom the company sells goods; “the supplier” means any party from whom the company purchases goods; “the carrier” means any party to whom the company consigns goods for carriage or storage; “the order” means the electronic e-Pro forma invoice sent by the Company to the Customer making or confirming an offer by the Company to supply goods to the Customer via the Power-Sense web site; “the Sold Goods” means the goods described in the order; “the Consigned Goods” means the goods consigned to the Carrier for carriage or storage; “the Sale Contract” means the contract between the Company and the Customer for the sale of the Sold Goods; and “the Carriage Contract” means the contract between the Company and the Carrier for the carriage or storage of the Consigned Goods.
2. These Terms and Conditions shall override any other terms and conditions stipulated or referred to by the Customer or the Supplier or the Carrier, and any course of dealing established between parties, the signing or receipt by the Company of any other terms and conditions or other documents shall not imply or effect any modification of these Terms and Conditions.
3. No variation of these Terms and Conditions shall be effective unless made in writing signed by or on behalf of the Company.
LAW AND JURISDICTION
4. These Terms and Conditions and the Sale Contract and the Purchase Contract shall be governed by and construed in accordance with English law, and any dispute arising under or in connection with these Terms and Conditions and/or the Sale Contract and/or the Purchase Contract shall be referred to the non-exclusive jurisdiction of the English High Court of Justice.
EXCLUSION OF LIABILITY
5. Except as expressly otherwise provided in these Terms and Conditions, the Company shall be under no liability as regards the Sold Goods:
5.1. In respect of the quality, condition or description of the Sold Goods or their fitness for any particular purpose; or
5.2. For any loss or damage (whether direct or consequential) howsoever caused to the Customer or to any other person; or
5.3. For death or personal injury (caused otherwise than by the negligence of the Company) to the employees or agents of the Customer or to any other person.
5.4. Any term, condition, representation or warranty contrary to this Clause 5, whether express or implied by Statute, Common Law or otherwise is hereby excluded.
5.5. Clauses 5.1 and 5.2 above shall apply save that if any Act of Parliament or other statutory provision for the time being in force shall avoid or make unenforceable any of their provisions, they shall be deemed to apply with the exclusion of the provisions thus made void or unenforceable.
5.6. Where the Customer is or deals as a consumer, nothing in this Clause or elsewhere in these Terms and Conditions shall affect his or her statutory rights.
FORMATION OF SALE CONTRACT
6. 0 Power-Sense will treat each order for goods as an offer by you to purchase the goods subject to these Conditions. You are deemed to accept the Conditions when you place an order for goods with us through the Power-Sense web site. Our contract with you only begins when we confirm acceptance of your offer to purchase goods from us. An order will not take place (and we will not be deemed to have accepted your order) until we have validated and confirmed your payment. Any communication, which you receive from us prior to validation, is not to be deemed as an acceptance of your order. In the event of any pricing error occurring within our website, within a written or verbal quotation, or contained within any fax or e-mail correspondence however received, all incomplete orders shall be deemed void.
6.1. Power-Sense accept most major credit and debit cards and PayPal, but not Amex and Diners.
6.2. To ensure that your credit, debit or charge card is not being used without your consent, we will validate name, address and other personal information supplied by you during the order process against appropriate third party databases. By accepting these terms and conditions you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency, which may keep a record of that information. This is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 1998.
6.3. Alternatively official orders are available upon request from our sales team +44 (0) 1992 828 808 or e-mailed to sales@Commsense.co.uk .
6.4. Many of the goods we sell are of a technical nature and we endeavour to publish as much information as is practical about the goods, the on the website. All drawings, photographs, descriptive matter, colour, specifications and advertising on our website are for the sole purpose of giving an approximate idea of the goods. They will not form part of the contract between us.
6.5. Title of the goods shall remain with Power-Sense Ltd at all times, and will not pass to you until we have received cleared funds for the full amount owed.
6.6. Goods purchased via Purchaser Order, Finance, or Lease, be it directly or indirectly will remain the property of Power-Sense Ltd at all times, irrespective of your agreement with any third party. You shall not have the right to receive title, nor shall title pass to you, until we have received cleared funds for the full amount owed by you, or by any third party acting on your behalf.
6.7. Your order for goods is subject to stock availability. If we do not supply goods to you for any reason we will inform you of the situation and will not charge you for those goods, and will refund any money already paid by you for these goods. We are not liable for any financial loss incurred by you relating to interest payments, or loss of earnings, or similar gains you would have received on monies paid to us in lieu of any unfulfilled order.
6.8. All prices quoted or displayed are in UK pounds sterling and shall be the price, exclusive of VAT & delivery, set out on the website at the time your order is placed. A delivery charge will be made and clearly shown in the orders section of the shopping cart before any online order can be placed, or as displayed on our website ordering, or as quoted by phone. We are entitled to make adjustments to the price to take account of any increase in, or the imposition of any new taxes or duties. If due to an error or omission the price published for the goods on our website is wrong we have the right to terminate an order provided the goods have not been dispatched. We will try to ensure that all prices displayed on our website are accurate, but should an error occur we would inform you of the correct price and give you an opportunity to cancel the order, pricing may fluctuate daily, we can only honour that price on the day of purchase.
6.9. Payment for goods must be made in accordance with our purchase procedures as set out on our website. All orders are positively credit card sanctioned prior to dispatch. We can accept no responsibility if any details you provide us with that are incorrect or if any order is held up as a result of incorrect or unsubstantiated details.
6.10. Any clerical error or omission in any sales literature, quotation, pricing on the website, acceptance of offer, invoice or other document or information issued by the company shall be subject to correction without any liability on the part of Power-Sense Ltd.
6.11. We shall not be liable to you for any loss whatsoever relating to password or user name access to your account. It is your responsibility to protect your own password and or user name that has been forwarded to the e-mail address you have provided. Unless informed by you in writing as to the opposite we will consider any e-mail address given by you is indeed your own personal account and is secure. We take no responsibility for any third party abuse of your e-mail account.
6.12. Representation by the Company: In entering into a contract with the Company, the Customer acknowledges that the contract has not been induced by, and the Customer does not rely on, any representation, recommendation or advice made by or on behalf of the Company unless such representation has been confirmed in writing by the Company.
7. 0 Where under the Sale Contract the Company agrees to deliver the Sold Goods to the Customer’s premises or other address nominated by the Customer;
7.1. The Company will arrange for the Sold Goods to be carried to the delivery address stated in by the customer by such means of transport as the Company shall elect. The price of the Sold Goods will not include the normal cost of such carriage, save that the Company will levy a delivery charge in accordance with its standard tariff or as otherwise agreed with the Customer, and an additional charge where the Customer requests urgent delivery. The Customer will reimburse any extraordinary costs of carriage caused by circumstances beyond the control of the Company to the Company.
7.2. Delivery will be effected and risk in the Sold Goods will pass to the Customer as the Sold Goods are unloaded from the means of transport arranged by the Company at the delivery address stated by the customer.
7.3. Sold Goods delivered in a damaged condition must be signed for as such by the Customer upon receipt from the Carrier.
7.4. Cooperation of the Customer: Should the Customer fail to give full instructions or fail to take delivery or to arrange a means of transport or fail to collect the Sold Goods, or fail to provide as and when necessary such documentation, information or other assistance as the Company may require in order to enable it to effect delivery of the Sold Goods, the Company may at its option (and without prejudice to any of its other rights) store the Sold Goods at the expense of the Customer pending collection by the Customer, or terminate the Sale Contract and dispose of the Sold Goods as it sees fit, with the Company being under no liability to the Customer and the Customer being liable for all losses and expenses caused to the Company.
7.5. Delivery Charges. All our carriage charges are displayed in the shopping basket, or on the page called ordering, or via our sales team and are based on UK mainland only. Non-UK mainland will incur a surcharge please contact our sales team for a quotation.
7.6. Time for Delivery of the Sold Goods: Any date or time quoted by the Company for delivery of the Sold Goods is an estimate only, and time for delivery shall not be of the essence of the Sale Contract. The Company will be under no liability to the Customer for failure to meet such estimate, and the Customer will not be entitled to refuse to accept the sold Goods by reason of such failure, unless the failure has been caused by the fault or negligence of the Company and the goods are delivered to the Customer more than 21 days after the date or time quotes.
7.7. Inspection by the Customer: The Customer will inspect the Sold Goods as soon as practicable after delivery, and any Sold Goods delivered damaged will be retained by the Customer for inspection by the Company.
7.8. Notice of Damage, Shortage or Non-Delivery: The Customer will advise the Company in writing of any non-delivery of part or all of the Sold Goods, or of any damage to the Sold Goods as delivered, within 2 days of delivery (or of the date on which the Sold Goods should have been delivered), and Clause 19 will apply. If no such notice is given, or if the Sold Goods delivered damaged are not retained for inspection by the Company or (where the Company has arranged carriage) are not signed for as damaged by the Customer on receipt from the Carrier, the Sold Goods will be conclusively presumed to have been delivered without damage or shortage, and any claim which the Customer might otherwise have had against the Company shall be deemed to have been waived.
DEFECTIVE OR NON PERFORMING GOODS
8. If following delivery and inspection the Customer believes that the Sold Goods are not in accordance with the Sale Contract or are defective in materials or workmanship, (subject to Clause 16) the Customer will give notice to that effect to the Company within 7 days of delivery and retain the defective or non-conforming Sold Goods for inspection by the Company, and Clause 19 will apply. If the Customer does not give such notice, the Sold Goods will be conclusively presumed to be in all respects in accordance with the Sale Contract and free from any defect, which would be apparent on reasonable examination, and the Customer will be deemed to have accepted the Sold Goods accordingly. Save in the circumstances referred to in Clause 18, Sold Goods accepted by the Customer cannot subsequently be returned and any claim, which the Customer might otherwise have had will be deemed to have been waived.
9. Guarantee: If any defect in the materials from which the Sold Goods are made or fault in manufacture of the Sold Goods is found to exist and is reported to the Company in writing within 12 months of delivery (or within such shorter warranty period as may be stated in the order), the defective Sold Goods will be retained by the Customer (or the Customer will arrange access to the defective Sold Goods in the hands of a third party) for inspection, and Clause 19 will apply. This guarantee will cease to have effect if the Sold Goods have been used improperly or for any purpose other than those for which they are intended or otherwise than in accordance with the Company’s instructions (if any), or have been stored in improper conditions
10. Where following inspection the Company is reasonably satisfied that:
10.1. The Sold Goods notified by the Customer pursuant to Clause 8 are defective or not in accordance with the Sale Contract; or
10.2. The Sold Goods notified by the Customer pursuant to Clause 9 are subject to defects in materials or manufacture; the Company will at its sole option repair the damaged Sold Goods; or replace the damaged or missing Sold Goods (or parts) free of charge; or refund the purchase price, against return of the damaged Sold Goods (or parts) in the condition and packing in which they were delivered to the Customer, and the Customer’s sole remedy against the Company shall be limited to such repair, replacement or refund.
11. The Company may in its absolute discretion at any time permit the cancellation of the Sale Contract by the Customer provided that the price of the Sold Goods already delivered to the Customer will be paid to the Company immediately in full.
12. Notwithstanding the terms of any other agreement as to the terms of payment, the full invoice price of the Sold Goods shall immediately become due and payable, and the Company may immediately terminate the Sale Contract (without prejudice to any of its other rights) if the Customer commits any act of bankruptcy, or if a Petition of Bankruptcy is presented against the Customer, or if the Customer enters into negotiations for an arrangement or composition with its creditors, or if a Petition is presented for an administration order against the Customer, or if a Petition is presented or a resolution is proposed to wind up the Customer, or if a receiver is appointed over any of the Customer’s assets, or if any distress or execution is levied against the Customer. Upon such termination the Company shall have the rights of repossession and resale of the Sold Goods.
13. Force Majeure: If the Company is prevented, hindered or delayed (directly or indirectly) from delivering the Sold Goods or any part of them or from otherwise performing the Sale Contract or any part of it by reason of act of God, war, embargo, riot, strike, lockout, trade dispute, fire, flood, breakdown, government action, interruption of transport, delay in or cessation of delivery to the Company of any goods or materials, or any cause whatsoever outside the Company’s control (not restricted to causes of like nature to those specified in this Clause), the Company will be entitled to cancel the Sale Contract.