Terms and Conditions of Sale
GENERAL.
1. In these Conditions of Sale:
"the Company" means Emertec Limited.
"the Buyer" means the person, firm or company ordering or buying goods from the Company.
"the Goods" means the goods which are the subject matter of the relevant order or contract for sale.
2. No contract in respect of the Goods between the Company and the Buyer shall exist until the Buyer's order has been accepted by the Company. In the event that the buyer's order seeks to make the sale subject to terms different from these conditions, acceptance of the Buyer's order by the Company (whether or not such acceptance is effected by a formal order acknowledgement) shall be deemed to be a fresh offer by the Company on the basis of the conditions herein, in which event (unless these conditions are accepted by the Buyer prior to delivery, by dint of payment or similar) acceptance of delivery of the Goods by the Buyer shall constitute acceptance of the Company's offer and the Contract of Sale shall be formed at that moment. No Conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except insofar as the same are expressly consented to in writing by the Company.

This document does not in itself constitute an offer of sale. The Company reserves the right to vary the specification of any item, withdraw, modify, or amend any item without prior notice.

PRICE
3. Quoted prices include the cost of normal packaging but exclude delivery and transit insurance (which are charged extra at cost) VAT or installation charges (where applicable) or local taxes and duties – these will be detailed on invoice or at check-out.
4. The prices for the Goods shall be those ruling at the date of dispatch unless agreed otherwise on a valid Quotation.
5. Prices quoted are current trade prices unless a specific discount has been quoted. Prices of imported goods are subject to variances in exchange rates, and in consequence prices will be those holding at the time of delivery. Please telephone us should you wish to confirm current prices.

DELIVERY
6. (a) Shipment will be made to the registered office or delivery address(s) as specified.
(b) Should expedited delivery be agreed an extra cost may be charged to cover any overtime or any other additional costs invoked.
7. The Company warrants that it shall action shipment of goods at the earliest possible opportunity after receipt of payment (taking account of usual business hours, state or bank holidays and any unavoidable disruption to part availability), or at the time agreed between the Company and the Buyer, and that it will notify the Buyer of the anticipated delivery date (or multiple dates for multi-part deliveries) upon receipt and acceptance of the Order. Should the Company become aware of anything likely to delay delivery of one or more parts of the Order for more than 3 days beyond the date notified to the Buyer it shall promptly notify the Buyer of any revised delivery date. In the unlikely event that the Company is unable to ship any part(s) of the Order within one month of the delivery date first notified to the Buyer for that part(s), the Buyer may choose to cancel the Order for the affected part or parts (only) and the Company shall refund to the Buyer any monies already paid to it in respect of the un-shipped Part or Parts subject to Order cancellation.

Notwithstanding the above, any Goods that are in transport, or held in customs, or delayed in anyway once they have been shipped by the Company cannot be subject to Order cancellation under this Clause 7. Time is not the essence of the Contract of Sale.

If the Goods were ordered and paid for via the Company’s ecommerce website then an order can be cancelled and monies paid refunded in full if delivery does not take place within 30 days of the delivery date specified.

PAYMENT INFORMATION
8. Unless otherwise agreed in writing, payment terms are cash with order. Acceptance of payment for the Goods (cleared funds into the account nominated by the Company) shall constitute acceptance of Order, unless such monies are returned within 2 working days of receipt.

TITLE AND RISK
9. Notwithstanding delivery and the passing of risk the title in the Goods shall remain in the Company until the Buyer has paid all monies owed by it to the Company under this or any other contract or otherwise. If any of the Goods are processed into, incorporated in, used as materials for or mixed with other goods or materials prior to such payment, the property (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or admixture and shall remain with the Company until payment of all such monies as are specified in this condition. Until such payment is made the Buyer shall possess all Goods and materials the property in which is vested in the Company by virtue of this condition on a fiduciary basis only and if the Company so requires the Buyer shall store such Goods and materials at no cost to the Company so that they are clearly identified as belonging to the Company.

If any payment is overdue the Company may (without prejudice to any of its other rights and remedies) recover and resell any or all of such Goods or materials and may enter upon the Buyer's premises for that purpose.
10. Notwithstanding the preceding condition, all risk in respect of the Goods shall be assumed by the Buyer upon delivery of the same to his/her premises as directed by the Buyer.

BUYER'S PROPERTY
11. (a) The Buyer's property and all property supplied to the Company by or on behalf of the Buyer shall, while it is in the possession of the Company or in transit to or from the Buyer be deemed to be at the Buyer's risk and the Buyer shall insure accordingly.
(b) The Company shall be entitled to make a reasonable charge for the storage of any of the Buyer's property left with the Company before receipt of the order or after notification to the Buyer of completion of the work.

LOSS AND DAMAGE IN TRANSIT OR DELIVERY
12. The buyer shall examine the Goods immediately they are delivered to him/her. The Company reserves the right to reject claims in respect of shortages or damage in transit or non delivery unless the same are submitted in writing to the Company within 14 days after delivery of the Goods, or in the case of non-delivery 14 days after the due date for delivery.


DEFECTIVE PRODUCTS
13. (a) The Company's liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty media or hardware, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company at its discretion considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value, and the Company shall not in any circumstances be under any liability to the Buyer in respect of indirect or consequential loss or damage, or loss of profits, sustained by the Buyer.
(b) A Returns Authorization number must first be obtained from our customer service department either by telephone or letter. Returned goods must be accompanied by a copy of the original invoice relating to their purchase,
(c) GOODS RETURNED MUST BE IN THE ORIGINAL PACKAGING AND IN A CLEAN RESALEABLE CONDITION. GOODS RETURNED OTHERWISE WILL, AT OUR DISCRETION, EITHER BE REFUSED OR A FURTHER ADDITIONAL RESTOCKING FEE CHARGED TO COVER THE ADDITIONAL COSTS INVOLVED.
(d) In respect to distance selling via the Company's ecommerce site, the Buyer may return the Goods within 7 days of their receipt and receive a full refund of the Monies paid by the Buyer to the Company for the Goods. This amount will not include any monies charged for delivery or additional services, nor any monies paid by the Buyer to third parties, for instance, local taxes.

It is the Buyer's responsibility to ensure that any goods returned are properly insured. Emertec will not be responsible for goods returned to us that are lost in transit.

FORCE MAJEURE
14. The Company reserves the right to cancel vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) fire, floods storm, plant breakdown, strikes, lock-outs, riot, hostilities, non-availability of materials or supplies or any other event outside the control of the Company, and the Company shall not be held liable for any breach of contract resulting from such event.

CANCELLATION
15. The Company may withhold or cancel further or any deliveries under the contract of sale and may recover all losses resulting therefrom if the Buyer:
(a) fails to make payment on the due date under any contract with the Company, or
(b) enters into a composition with his creditors, or (being a company) has a receiver appointed or passes a resolution for winding up or if a Court shall order it to be wound up, or commits an available act of bankruptcy or
(c) is in breach of any of the terms and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights). The
exercise of rights under condition 15 shall be without prejudice to the Company's other legal rights or remedies.


Emertec Ltd.
3rd Floor Queensberry House
106 Queens Road
Brighton BN1 3XF
Company Number: 06553916 Registered in England.
VAT Reg Number 977 0381 90
Tel: +44 (0)1273 270 270
Fax: +44 (0) 1273 270272
26/10/2012
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