TERMS AND CONDITIONS OF SALE
The following Terms and Conditions apply to all customers, clients and purchasers (“Buyer”) purchasing products or services from Innovu Marketing Ltd (“the Company”).
These Terms apply to business customers only and do not apply to consumers.
1. PRICING
1.1 All prices are subject to change without notice.
1.2 All prices are exclusive of VAT, which shall be charged at the prevailing rate applicable at the date of supply.
2. DELIVERY
United Kingdom
2.1 Orders with a net value exceeding £200 will normally be supplied carriage paid. Orders below this threshold will be subject to carriage charges in accordance with the Company’s prevailing delivery rates.
2.2 Additional carriage charges may apply to offshore islands, remote locations and destinations outside mainland UK.
2.3 Carriage charges shall apply to spare parts orders in accordance with the Company’s prevailing delivery rates.
2.4 Any claims for shortages, damages or incorrect goods must be notified to the Company within 3 working days of delivery.
2.5 Claims for non-delivery must be notified within 7 working days from the invoice date.
2.6 Whilst every effort will be made to supply goods as ordered, the Company reserves the right to supply equivalent alternative products of equal or greater specification and functionality where necessary.
International
2.7 All international orders outside the United Kingdom are supplied ex-works unless otherwise agreed in writing.
3. RETURNS
3.1 No goods may be returned without prior written authorisation from Innovu Marketing Ltd and the issue of a Returns Authorisation Number (“RAN”).
3.2 The Buyer must provide:
a) invoice number;
b) product details;
c) reason for return;
d) photographs where requested.
3.3 Goods correctly supplied may only be returned at the Company’s discretion.
3.4 Authorised non-warranty returns must:
a) be returned within 14 days of authorisation;
b) be unused;
c) be in original packaging;
d) be in fully resaleable condition.
3.5 Accepted non-warranty returns may be subject to:
a) a minimum 15% restocking charge; and
b) deduction of any carriage costs incurred.
3.6 Special-order, bespoke, opened, damaged, modified or non-resaleable goods are non-returnable and non-refundable.
3.7 The Buyer shall be responsible for return shipping costs unless the return relates to a verified manufacturing defect or Company error.
3.8 Refunds or credits shall only be processed following inspection and approval by the Company.
4. PAYMENTS
4.1 Where a credit account has been approved, payment shall be due within 30 days of invoice date unless otherwise agreed in writing.
4.2 Customers without approved credit terms must pay in full prior to dispatch.
4.3 Invoice queries, excluding defect, damage, shortage or non-delivery claims, must be raised within 10 working days of invoice date.
4.4 The Company reserves the right to charge statutory interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on overdue accounts.
4.5 If any invoice remains unpaid beyond 60 days from invoice date, the Company reserves the right to:
a) suspend further deliveries;
b) withdraw credit facilities;
c) commence legal recovery proceedings without further notice.
4.6 The Buyer shall indemnify the Company against all reasonable recovery costs, legal fees and court expenses incurred in recovering overdue sums.
5. RISK AND TITLE
5.1 Risk in the Goods shall pass to the Buyer upon delivery.
5.2 Legal and beneficial ownership of the Goods shall remain with Innovu Marketing Ltd until payment in full has been received for:
a) the Goods supplied; and
b) all other monies due from the Buyer to the Company.
5.3 Until ownership passes, the Buyer shall:
a) store the Goods separately;
b) clearly identify them as property of Innovu Marketing Ltd;
c) maintain them in satisfactory condition;
d) insure them against all reasonable risks.
5.4 Until ownership passes, the Company reserves the right to enter any premises where the Goods are stored in order to recover them.
5.5 The Buyer may resell Goods in the ordinary course of business prior to ownership passing, provided proceeds are held on trust for the Company.
6. WARRANTIES AND LIABILITY
6.1 Subject to the provisions below, the Company warrants that Goods supplied shall:
a) materially conform to specification at delivery; and
b) be free from manufacturing defects in materials and workmanship for a period of 6 months from delivery date.
6.2 The warranty applies only to genuine manufacturing defects and does not apply to:
a) fair wear and tear;
b) accidental damage;
c) misuse or negligence;
d) improper storage or installation;
e) unauthorised modification or repair;
f) failure to follow instructions or maintenance guidance;
g) abnormal operating conditions.
6.3 The Company shall not be liable for defects arising from specifications, designs or instructions supplied by the Buyer.
6.4 Defect claims must be notified in writing within 7 days of discovery and within the applicable warranty period.
6.5 The Company may, at its option:
a) repair the Goods;
b) replace the Goods; or
c) issue a credit or refund.
6.6 Except in respect of death or personal injury caused by negligence, the Company shall not be liable for:
a) indirect loss;
b) consequential loss;
c) loss of profit;
d) loss of revenue;
e) loss of business;
f) loss of contracts;
g) loss of goodwill.
6.7 The Company’s total aggregate liability arising out of or connected with any Contract shall not exceed the amount paid by the Buyer for the Goods giving rise to the claim.
6.8 Nothing in these Terms shall exclude liability where exclusion is prohibited by law.
6.9 The Company shall not be liable for delay or failure to perform obligations due to events beyond its reasonable control including but not limited to:
a) acts of God;
b) fire;
c) flood;
d) pandemic;
e) epidemic;
f) supplier failure;
g) labour disputes;
h) transport disruption;
i) cyber attack;
j) power or telecommunications failure;
k) governmental restrictions.
7. INSOLVENCY
7.1 The Company may suspend or terminate supply immediately if:
a) the Buyer enters administration, liquidation or bankruptcy;
b) a receiver or administrator is appointed;
c) the Buyer ceases or threatens to cease trading;
d) the Company reasonably believes insolvency is likely.
7.2 All outstanding sums shall become immediately due and payable upon occurrence of any insolvency event.
8. DATA PROTECTION
8.1 Both parties shall comply with all applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.
9. COMMUNICATIONS
9.1 Notices and communications may be sent by post or electronic mail.
9.2 Email communications shall be deemed received on the next working day following transmission unless evidence to the contrary exists.
10. GOVERNING LAW
10.1 These Terms and any Contract between the parties shall be governed by and construed in accordance with the laws of Scotland.
10.2 The Scottish courts shall have exclusive jurisdiction in relation to any dispute arising from these Terms or any Contract.
11. GENERAL
11.1 Failure or delay by the Company in enforcing any provision shall not constitute waiver of any rights.
11.2 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.3 These Terms constitute the entire agreement between the parties and supersede any prior representations or agreements.
12. AMENDMENTS
12.1 Innovu Marketing Ltd reserves the right to amend these Terms and Conditions without notice and the latest published version shall apply to all transactions.