General terms and conditions
SHIMADZU UK LIMITED
TERMS AND CONDITIONS FOR WEB SHOP FOR BUSINESS CUSTOMERS
1 ABOUT US
1.1 Shimadzu UK Limited (company registration number 05342169) whose registered office is Mill Court Featherstone Road, Wolverton Mill South, Milton Keynes, England, MK12 5RE (“Shimadzu” or “us”, “we” or “our”). Our VAT number is GB 676627295. We operate the website gb.shimadzu.shop (“site”).
1.2 To contact us telephone our customer service team at 01908 552 209 or email firstname.lastname@example.org. How to give us formal notice of any matter under the Contract is set out in clause 19.
2.1 These terms and conditions (“Terms”) set out the terms and conditions on which we will supply products to you (“Contract”). No other terms are implied by trade, custom, practice or course of dealing.
2.2 The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 These Terms and the Contract are made only in the English language.
3 MEMBERSHIP REGISTRATION
3.1 You can order products on our site as a registered user. As a registered user, you do not have to enter your details each time and can simply log in to your customer account before or during an order. Registration alone does not constitute any obligation to purchase products offered by us. For information on the processing of your data, please read our data protection information, which you can access via the following link.
3.2 When you register, you choose a personal user name and password. You are obliged to keep the password secret and not to disclose it under any circumstances to third parties, i.e. persons outside your company or persons in your company who do not have representative authority.
3.3 You can delete your registration at any time under "My account". If your personal details change, you are responsible for updating them yourself. All changes can be made online after registration under "My account".
4 PLACING AN ORDER AND ITS ACCEPTANCE
4.1 The presentation of the products on our online shop does not constitute a legally binding offer, but an invitation to order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the products (“Products”) subject to these Terms.
4.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate. If you wish to cancel the ordering process completely, you can simply close your browser window.
4.3 By clicking the "BUY" button in the last step of the ordering process, you make a binding offer to purchase the Products displayed in the order overview. Immediately after sending the order, you will receive an order confirmation, but please note it does not mean your order has been accepted. The Contract between you and us is formed as soon as we accept your order when we dispatch the Products.
5 OUR PRODUCTS
5.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Products. The colour of your Products may vary slightly from those images.
5.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.
5.3 The packaging of your Products may vary from that shown on images on our site.
5.4 We reserve the right to amend the specification of the Products if required by any applicable statutory or regulatory requirement.
6 DELIVERY, TRANSFER OF RISK AND TITLE
6.1 We will contact you with an estimated delivery date, which will be within 30 days after the on which we email you to confirm our acceptance of your order. Occasionally our delivery to you may be affected by a Force Majeure Event. See clause 14 (Force Majeure) for our responsibilities when this happens.
6.2 Delivery is complete once the Products have been unloaded at the delivery address set out in your order and the Products will be at your risk from that time.
6.3 You own the Products once we have received payment in full, including of all applicable delivery charges.
6.4 We will not be liable for any delay in delivering or failure to deliver an order to the extent that any such delay or failure is caused by a Force Majeure Event, your failure to comply with your obligations under this Contract, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.5 If you fail to take delivery, then, except where that failure or delay is caused by our failure to comply with our obligations under this Contract:
- 6.5.1 delivery shall be deemed to have been completed at 9.00 am on the day it was delivered;
- 6.5.2 we shall store the order until delivery takes place, and charge you for all related costs and expenses (including insurance); and
- 6.5.3 If 30 days after we notified you that the order was ready you have not taken delivery of them, we may resell or otherwise dispose of part or all of the Products.
7 NO INTERNATIONAL DELIVERY
7.1 Unfortunately, we do not deliver to addresses outside the UK. You may place an order from outside the UK, but this order must be for delivery to an address in the UK. If you want an order to be delivered to another country please refer to the local Shimadzu distributor in that country.
8 PRODUCT PRICES AND DELIVERY CHARGES
8.1 The prices of the Products shall be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of products are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of products you ordered.
8.2 Prices for our products may change from time to time.
8.3 The price of products excludes VAT(where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
8.4 The price of the products does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page [Link].
8.5 We sell a large number of products through our site. It is always possible that, despite our best efforts, some of the products on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
- 8.5.1 where the Products' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Products to you; and
- 8.5.2 if the Products' correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel your order and refund you any sums you have paid.
9 HOW TO PAY
9.1 You can only pay for your order by using a debit card or credit card.
9.2 Payment for the Products and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Products.
10.1 The provisions of this clause 8 shall only apply to Products which are supplied with software installed on them and/or where software is required for the use of those Products.
10.2 We grant you a non-exclusive, non-transferable, revocable, conditional licence to use the software on the Product at the agreed site(s) for your business purposes. Such licence is subject to the following:
- 10.2.1 the use of the software shall be restricted to use of the software in object code form for the purpose of processing your data using the Product it was installed on by us for your normal business purposes;
- 10.2.2 you shall not give access to the software through any network of computers to users who are not your employees;
- 10.2.3 you shall ensure that all of your users of the software read and agree to the End-User Licence prior to commencing their use of the software;
- 10.2.4 you have no right to make, or authorise the making of, any copies of the software;
- 10.2.5 you may not make adaptations or variations of the software; and
- 10.2.6 you may not disassemble, decompile, reverse translate or in any other manner decode the software, except as permitted by law.
11.1 We provide a warranty that on delivery, the Products shall:
- 11.1.1 subject to clause 5, conform in all material respects with their description;
- 11.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
- 11.1.3 fit for any purpose held out by us;
- 11.1.4 be free from defects in design, material and workmanship; and
- 11.1.5 comply with all applicable statutory and regulatory requirements in the UK.
11.2 Subject to clause 11.3, if:
- 11.2.1 you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 11.1;
- 11.2.2 we are given a reasonable opportunity of examining the Products; and
- 11.2.3 we ask you to do so, you return the Products to us at your cost, we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.
11.3 We will not be liable for breach of the warranty set out in clause 11.1 if:
- 11.3.1 you make any further use of the Products after giving notice to us under clause 11.2.1;
- 11.3.2 the defect arises as a result of us following any drawing, design or specification supplied by you;
- 11.3.3 you alter or repair the Products without our written consent;
- 11.3.4 you failed to follow our oral or written instructions for the storage, commissioning, installation, use and maintenance of the Products including in relation to spare or consumable parts, or (if there are no such instructions) good trade practice regarding the same;
- 11.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- 11.3.6 the Products differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.4 We will only be liable to you for the Products' failure to comply with the warranty set out in Clause 11.1 to the extent set out in this clause 11.
11.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11.6 These Terms also apply to any repaired or replacement Products supplied by us to you.
12 LIMITATION OF LIABILITY - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 We only supply the Products for internal use by your business, and you agree not to use the Products for any resale purposes.
12.3 Nothing in this Contract limits any liability which cannot legally be limited, including liability for:
- 12.3.1 death or personal injury caused by negligence;
- 12.3.2 fraud or fraudulent misrepresentation;
- 12.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- 12.3.4 any other liability which cannot be excluded by law.
12.4 Without prejudice to clause 12.3, we will not under any circumstances be liable for any:
- 12.4.1 loss of profits;
- 12.4.2 loss of sales or business;
- 12.4.3 loss of agreements or contracts;
- 12.4.4 loss of anticipated savings;
- 12.4.5 loss of use or corruption of software, data or information;
- 12.4.6 loss of or damage to goodwill; and/or
- 12.4.7 indirect or consequential loss.
12.5 Subject to clauses 12.3 and 12.4, our total aggregate liability to you under this Contract shall not exceed a value equivalent to 125% of the value of the order.
12.6 Except as expressly stated in this Contract, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into this Contract by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
13 TERMINATION AND SUSPENSION
13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Products to you, or terminate the Contract with immediate effect by giving written notice to you if:
- 13.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
- 13.1.2 you fail to pay any amount due under the Contract on the due date for payment;
- 13.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
- 13.1.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14 FORCE MAJEURE
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (“Force Majeure Event”).
14.2 A Force Majeure Event may include, but is not limited to: fire, acts of terrorism, insurrection or riots, embargoes, acts of God, or changes in regulations of any civil or military authority, pandemics or epidemics including compliance with any law or governmental order, rule, regulation or direction relating thereto.
14.3 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
- 14.3.1 we will contact you as soon as reasonably possible to notify you; and
- 14.3.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Products to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
14.4 A Force Majeure Event shall not release you from your obligation to pay for the Products ordered.
15.1 Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.1 No variation of this Contract shall be effective unless it is in writing and signed by us (or our authorised representatives).
17.1 If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
18.1 When we refer to "in writing" in these Terms, this includes email.
18.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
18.3 A notice or other communication is deemed to have been received:
- 18.3.1 if delivered by hand, at the time the notice is left at the proper address;
- 18.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- 18.3.3 if sent by email, at 9.00 am the next working day after transmission.
18.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
18.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19 ASSIGNMENT AND TRANSFER
19.1 We may assign or transfer our rights and obligations under the Contract to another entity.
19.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
20 THIRD PARTY RIGHTS
20.1 This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
21 GOVERNING LAW & JURISDICTION
21.1 This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.