Terms and Conditions
In these Terms and Conditions:
Seller: means Orsto Ltd, Durham, England. UK.
Company Number 8372991, who in these Terms and Conditions supplies the Buyer with the Products.
Buyer: means the person, company or organisation entering into the Contract to purchase Products from Orsto Ltd.
Products: means any components, parts, complete products or services supplied by the Seller.
Order: means the Buyer requesting the purchase of Products from Orsto Ltd.
Contract: means the contract for the purchase Products.
The Price: means the Price of the Products as Stated on the Invoice.
Due Date: means the Payment deadline stated on the Seller's invoice. Time of payment shall be of the essence.
Delivery Date: means the Date that the Products are delivered to the Buyer.
Delivery Method: means the Postal/Courier service approved by the Seller.
Writing: means fax, electronic mail and comparable means of communication.
Website: means orsto.com, orsto.co.uk, orsto.uk, orsto.co, orsto.eu, orsto.info, orsto.biz, orsto.net, orsto.org, orsto.mobi.
Literature: means any printed information created by or for the Seller relating to the Products.
1.1. The Seller shall supply the Products to the Buyer subject to the Terms & Conditions set out here.
1.2. The Products are individually created to the Buyers specifications.
1.3. The bulk of the Products shall correspond with description on this Website.
1.4. The Seller shall not be liable to the Buyer unless the Products do not correspond with the specifications ordered.
1.5. Orsto Ltd is not responsible for and accepts no liability for any Products supplied by any Reseller as the Resellers own Terms and Conditions will always apply.
1.6. Orsto Ltd is not responsible for and accepts no liability for any Testing carried out by a 3rd Party Testing Laboratory as the 3rd Party Testing Laboratories own Terms and Conditions will always apply.
1.7. The Buyer shall be deemed to have had a reasonable opportunity of comparing the Products with the description on the Website or Literature, within 7 Working Days from the Delivery Date and shall after this time be deemed to have accepted that everything is correct with their Order.
1.8. Once there has been a reasonable opportunity, the Buyer shall be deemed to have accepted their Order as delivered with any defect that may exist.
1.9. The Seller may make changes in the specifications of the Products if the Seller believes that the changes are an improvement.
1.10. Any contractual description of the Products by Orsto Ltd relates to the identity of them, but only if it relates to a central characteristic of or to a substantial ingredient in their identity.
2. PRICE AND PAYMENT
2.1. The Buyer shall pay the Price before or no later than the Due Date.
2.2. The Buyer may not set off against the Price, or any applicable VAT payable amounts due, or claimed to be due from the Seller, whether under this agreement or otherwise.
2.3. The Seller shall not be bound to deliver the Products until the Buyer has paid for them in full or has ordered through an Orsto Ltd Retailer Trade Account.
2.4. If the Buyer fails to make payment by the Due Date, then without prejudice to any other rights, the Seller may allocate any payment made by the Buyer to such Products as it may think fit.
2.5. If any sum payable is not paid when due, interest shall be payable and calculated on a daily basis and compounded monthly from the Due Date until payment at a rate of Interest rate above the base rate of Barclays Bank in force from time to time and shall accrue at such a rate after, as well as before, any judgment.
3. CANCELLATIONS AND RETURNS
3.1. The Seller may, by giving notice in Writing, cancel the Buyers order, at any time before the Products are delivered and the Seller shall not be liable for any loss or damage whatever arising from such cancellation.
3.2. The Seller does not accept returns of products, unless they are faulty or not as described subject to clause 1.10.
4. DELIVERY AND ACCEPTANCE
4.1.The Seller will always try to dispatch Products within 2 working days of the Estimated Dispatch Date, using the Delivery Method approved by the Seller.
4.2. The Buyer shall inspect the Products and shall within 7 working days of the Delivery Date, notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description on the Website. If the Buyer shall fail to comply with these provisions, the Products shall be conclusively presumed to be in accordance with the Contract and free from any defect or Fault which would be apparent on a reasonable examination and the Buyer shall be deemed to have accepted the Order as correct and completed.
4.3. After acceptance the Buyer shall not be entitled to reject any Products which are not in accordance with Contract.
4.4. The Buyer shall pay the full Price for the Products, unless the Buyer promptly gives notice of rejection to the Seller within the terms of this contract .
4.5. The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Products promptly or at all.
4.6. In the event of any breach of the Contract by the Seller, the remedies of the Buyer shall be limited to damages, which in turn shall not exceed the Purchase Price of the Product purchased (the Price) (the agreed royalties should not be included in this clause).
4.7. The Seller shall not in any event be liable for any indirect or consequential loss or expense (including loss of profit) suffered by the Buyer.
5.TITLE AND RISK
5.1. The Products shall be at the Buyer’s risk from the time of delivery.
5.2. Irrespective of whether or not delivery shall have been made, title to and property in the Products shall not pass to the Buyer until the full Purchase Price (The Price) has been paid and no other sums whatever shall be due from the Buyer to the Seller.
5.3. Until the Buyer has acquired title in accordance with the foregoing provision, the Buyer shall hold the Products in a fiduciary capacity and as bailee for the Seller, shall store them, at the Buyer’s own expense, separately and apart from all other Products in the Buyer’s possession and so marked as to be clearly and legibly identified as the Seller’s property, and shall keep them insured against all risks to the Seller’s reasonable satisfaction and shall whenever requested by the Seller produce a copy of the policy of insurance.
5.4. If the Buyer does not do so, then without prejudice to the Seller’s other rights, all sums whatever owed by the Buyer to the Seller, shall immediately become due and payable.
5.5. Until such time as title to and property in the Products has passed, the Buyer shall upon request deliver to the Seller any of them within the Buyer’s possession or control.
5.6. Whilst the Buyer owes any money to the Seller, the Seller shall have a lien over any property of the Buyer which is in the Seller’s possession.
6. FAULTY GOODS
6.1. The definition of Faulty Goods in these Terms & Conditions is:
6.1.1. Products which do not perform to the description in the specifications of the Buyers Order.
6.1.2. Products which are damaged on Delivery.
6.1.3. Products which break or fail within the warranty period if used and installed in accordance with the product instructions.
6.2. In the event of any of the Errors, Omissions or Faults described in 6.1.1. To 6.1.3. above, the Buyer must contact the Seller within 7 Days of the Order Date and request that Products or Testing Results ordered are re-sent by electronic mail, fax or postal service.
7. PERMITTED USE OF THE PRODUCTS
7.1. Customers of the Buyer are permitted to use the Products for personal or business use.
7.3. The Buyer must comply with all Intellectual Property conditions as described on our website.
8.1. All terms, conditions, warranties and representations (whether implied or made expressly) whether by the Seller, its servants or agents, or otherwise relating to the quality and/or fitness for purpose of the Products.
9. LIMITATION OF LIABILITY
9.1. The following provisions, set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
9.1.a. any breach of the Contract.
9.1.b. any use made by the Buyer of any of the Products.
9.1.c. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.1.1. No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or by any party acting on its behalf, prior to the making of the Contract, where such representations were made or given in relation to:
9.1.1.a. the correspondence of the Products with any description.
9.1.1.b. the quality of the Products.
9.1.1.c. the fitness of the Products for any purpose whatsoever.
9.1.2. The Seller’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 Price.
9.1.3. In no event shall the Seller be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (howsoever caused) which arise out of or in connection with the Contract. This shall apply even where such a loss was reasonably foreseeable or the Seller had been made aware of the possibility of the Buyer incurring such a loss.
9.2. Orsto Ltd does not imply in any way that the Products will prevent injury and will not be held liable for any such injury while the Buyer or a Buyers Customer are using or wearing the Products.
9.3 Orsto Ltd may imply, but does not guarantee that the Products will perform to a specific level and will not be held liable if the Products do not perform to any implied level, within the bounds of reasonable use.
10.1. All sums outstanding and/or payable in relation to the Products shall become payable forthwith if the Buyer fails to make payment for any of them in due compliance with the Contract or Testing Services Agreement, or if the Buyer commits any other breach of the Terms & Conditions, or if any distress or execution is levied upon any of them or other assets, or if the Buyer offers to make any arrangement with its creditors, or is unable to pay its debts as they fall due, or is the subject of any resolution or petition for winding up on the grounds of insolvency, or if a receiver, administrator, administrative receiver or manager is appointed over part or all of the Buyer’s business or assets, or if the Buyer is the subject of foreign proceedings, action or process of law similar in kind to the foregoing. Upon the occurrence of any such event the Seller may also, without prejudice to any other rights which it may have and in its absolute discretion, suspend all future deliveries to the Buyer, or terminate the Contract.
11. FORCE MAJEURE
11.1. The Seller shall not be liable to the Buyer for any failure to perform its obligations hereunder which arises as a result of any strike, industrial action or lock-out, or any act of God, terrorist act, fire, flood, drought, extreme weather conditions, war, armed insurrection, civil disturbance, malicious damage, compliance with any law or governmental order, rule, regulation or direction, or other event beyond its reasonable control, but in such event it shall notify the Buyer in writing as soon as is reasonably practicable following becoming aware of any such circumstance and giving details of the said circumstance in the notice.
12. SEVERABILITY AND VARIATION
12.1. If any term or provision of the Contract, is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Contract had been agreed with the invalid, illegal or unenforceable provision eliminated.
12.2. Any variation of the terms of the Contract shall only be binding if recorded in writing and signed for and on behalf of the Buyer and the Seller.
13.1. Any notice in writing required by these Terms and Conditions to be given to the Seller shall be deemed duly given if sent in Writing to the Buyer, which shall be deemed to suffice.
14. PROPER LAW
14.1. The Contract and these Terms and Conditions shall be governed and interpreted in accordance with the law of England and Wales the courts of which shall have exclusive jurisdiction.
15. CHANGES TO THESE TERMS AND CONDITIONS
15.1. These Terms and Conditions apply to your order. We may change our Terms and Conditions at any time, so please do not assume that the same Terms and Conditions will apply to future orders.
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