These terms and conditions apply to the sale and supply of all goods and services by UPS Continuity Ltd. By requesting a quotation, placing an order or engaging our services you accept these conditions.
In these Conditions, the following definitions apply:
The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions. The Order is only deemed accepted when we issue written acceptance, at which point the Contract comes into existence.
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made by us that is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions of the Goods or Services contained in our catalogues or brochures, are issued for the sole purpose of giving an approximate idea of the Goods and/or Services. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by us does not constitute an offer and is valid for a period of 30 business days from its date of issue.
All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
The Goods are, where applicable, described in the Goods Specification.
To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us in connection with any claim for actual or alleged infringement of a third party’s intellectual property rights arising out of our use of that Goods Specification. This clause shall survive termination of the Contract.
We reserve the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
Where Goods are purchased by a Consumer, the Consumer has a legal right to cancel the Order under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 for a period of 14 days from the date of delivery.
The right of cancellation does not apply to Goods made and supplied to the Consumer’s specific requirements. To cancel, the Consumer should contact us by email or post. We will refund the price paid (less any reduction in value caused by mishandling) and any applicable delivery costs as soon as possible and no later than 14 days after receipt of the returned Goods.
We will deliver Goods to the Delivery Location. Delivery is completed on the Goods’ arrival at the Delivery Location.
Any dates quoted for delivery are approximate only and time of delivery is not of the essence. We shall not be liable for any delay caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions.
If the Customer fails to accept or take delivery within 14 days of notification that Goods are ready, delivery shall be deemed to have been completed and we may store the Goods and charge the Customer for all related costs and expenses, including insurance.
Risk in the Goods passes to the Customer on completion of delivery. Title to the Goods shall not pass to the Customer until we have received payment in full (clear of funds) for the Goods and all other sums due in respect of the Contract.
Until title passes, the Customer shall hold the Goods as our bailee, store them separately and ensure they are clearly identifiable as our property.
We will provide the Services with reasonable care and skill. The Service Specification, as set out in the Order or quotation, describes the Services to be provided.
We may make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
The price for Goods and/or Services is as set out in the Order or our written quotation. Unless otherwise agreed, all prices are exclusive of VAT and any applicable delivery or installation charges.
We reserve the right to increase the price if, after the Contract is made, any increase in our costs of labour, materials or other overheads occurs, provided we notify the Customer before the increase takes effect.
We may invoice the Customer for the Goods and/or Services at the time of order, on delivery, or in accordance with any agreed payment schedule. Unless otherwise agreed, payment is due within 30 days of the invoice date.
If the Customer fails to make any payment by the due date, we may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate, accruing on a daily basis.
All Intellectual Property Rights in or arising from the Goods and Services (other than the Goods Specification supplied by the Customer) are and shall remain our property or that of our licensors.
The Customer shall not, without our prior written consent, use any of our trade marks, trade names or other branding.
Nothing in these Conditions limits or excludes our liability for death or personal injury caused by our negligence, fraud, or any other liability which cannot be limited or excluded under applicable law.
Subject to the above, our total liability to the Customer in respect of any Contract shall not exceed the price paid for the Goods and/or Services under that Contract.
We shall not be liable for any indirect or consequential loss, loss of profit, loss of revenue, loss of business or loss of anticipated savings, whether arising in contract, tort or otherwise.
Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data processed in connection with the Contract. Further detail is set out in our Privacy Policy.
We may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer commits a material breach, becomes insolvent, enters administration or liquidation, or ceases or threatens to cease to carry on business.
On termination, the Customer shall pay for all Goods delivered and Services performed up to the date of termination. Clauses which by their nature are intended to survive termination shall continue in full force.
A Force Majeure Event means any event beyond our reasonable control, including acts of God, flood, storm, fire, explosion, war, terrorism, strike, industrial action, epidemic, or governmental action. Where a Force Majeure Event arises, we shall not be liable for any failure or delay in performing our obligations.
These Conditions and any non-contractual obligations arising in connection with them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with the Contract.
If any provision of these Conditions is found to be invalid or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force.
A waiver of any right under these Conditions is only effective if in writing and does not constitute a continuing waiver unless expressly stated.
These Conditions may be amended from time to time; the version in force at the date of the Contract applies.