Application and entire agreement
These Terms and Conditions will apply to the purchase of the goods and services detailed in our quotation (Goods) by the buyer (you or Customer) from Umnii Ltd, a company registered in England and Wales under number 14184465 (we or us or Supplier).
These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
Words imparting the singular number include the plural and vice-versa.
Goods
The description of the Goods, which may also include services and software licences, is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Where the Goods are software licences
the Agreement shall remain in force for an initial term as set out in the order, after which the Agreement shall automatically be renewed for a new consecutive term of twelve (12) months unless terminated by a Party at least ninety (90) days prior to the end of the then-current term.
Each Party may terminate the Agreement for cause with immediate effect upon written notice to the other Party subject to the clauses below on Termination.
Where the Goods are services
we warrant that we will use reasonable care and skill in our performance of any services which will comply with the quotation, including any specification in all material respects. We can make any changes to the services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
We will use our reasonable endeavours to complete the performance of any services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
Rental Services
The description of the Rental Services is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Rental Services by us. Descriptions of the Rental Services set out in our sales documentation are intended as a guide only.
This clause will apply to any purchase of Rental Services from Umnii.
You will be provided with details of our Rental Services and any additional terms and conditions that may apply, when an order is placed.
You must ensure that payment for Rental Services continues, even if the Rental Equipment fails for any reason.
You are responsible for checking, or arranging checks of the Rental Equipment on delivery. Any queries must be raised with us within 24 hours of delivery or it will be deemed that you are fully satisfied with the Equipment on delivery.
For any Rental Services purchased, you must ensure:
we are notified immediately of any defects in, damage to or loss of the Rental Equipment after delivery.
the Rental Equipment is used only in accordance with the manufacturer’s instructions and that it is properly maintained and insured against all risks during the course of the Rental
no modifications are made to the Rental Equipment, it is not disposed of, or possession passed on, except where expressly agreed with us in advance.
we are authorised to enter the premises where the Rental Equipment is kept, during office hours, to inspect or repossess the Equipment; and
the Rental Equipment is returned in the same condition it was delivered in (normal wear and tear excepted) to an address we provide by the date specified in the relevant Rental Agreement.
We may cancel an order for Rental Services, without prejudice to your responsibilities and liabilities under such contract:
subject to the clauses below on Termination;
If payment is not received in time for such Rental Services;
If we have grounds to believe that the Rental Equipment is in jeopardy;
If you are in breach of any provision in this Rental Services section and fail to remedy such breach within 5 days of its occurrence; and/or
If the Rental Equipment is seriously damaged or destroyed.
If you wish to cancel an order for Rental Services, you must do so by giving us at least 5 days written notice of such cancellation. The following cancellation terms apply:
More than 45 days notice – 100% refund
Less than 45 days notice – 75% refund
Less than 30 days notice – 50% refund
Less than 5 days notice – no refund will apply.
In addition to the above charges for cancellation, any costs incurred for third party services and goods, and any expenses incurred or loss suffered as a result of the cancellation shall be invoiced to you.
On cancellation of an order for Rental Services, you must immediately pay us any arrears and all future sums due under the remaining term of the agreement.
At the end of a rental or loan period, for any goods or equipment not returned to an agreed destination and/or on an agreed date, we reserve the right to charge the daily equivalent rental charge until such time that the Goods are fully returned/collected.
Lost and damaged Goods will be charged at their suggested retail prices which are available upon request.
Your obligations
You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Goods.
We are not liable for any delay or failure to provide the Goods if this is caused by your failure to comply with the provisions of this section (Your obligations).
Prices and Fees
The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
In addition to the Price, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of any services, and c) the cost of any materials required for the provision of any services.
You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of this clause also apply to these additional services.
If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
Any increase in the Price under the clause above will only take place after we have told you about it.
You may be entitled to discounts. Any and all discounts will be at our discretion.
The Price is exclusive of fees for packaging and transportation / delivery.
The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Goods or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
Payment
We will invoice you for the Price either:
on or at any time after delivery of the Goods; or
where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
You must pay the Price within 1 day of the date of our invoice or otherwise according to any credit terms agreed between us.
You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
Time for payment will be of the essence of the Contract between us and you.
All payments must be made in British Pounds unless otherwise agreed in writing between us.
You must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and you are not entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part.
Delivery
We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
If you do not specify a delivery address or if we both agree, you must collect the Goods from our stock location premises.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We cannot, and do not, guarantee to deliver the Goods by any particular date. We will not be liable for any loss for or damage you may suffer as a result of a failure to deliver Goods on or by a particular date.
We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.
If the Goods ordered are not in stock then we will inform you and the Goods will be despatched once they are in stock
Inspection and acceptance of Goods
You must inspect the Goods on delivery or collection.
If you identify any damages or shortages, you must inform us in writing within 3 days of delivery, providing details.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
We will be under no liability or further obligation in relation to the Goods if:
you fail to provide notice as set above; and/or
you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
the defect arises from normal wear and tear of the Goods; and/or
the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
You bear the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 3 days after delivery.
Risk and title
The risk in the Goods will pass to you on completion of delivery.
Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Sub-Contracting and assignment
We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Intellectual property
We reserve all copyright and any other intellectual property rights which may subsist in connection with the provision of any services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Termination
We can terminate the sale of Goods under the Contract where:
you commit a material breach of your obligations under these Terms and Conditions;
you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
any indirect, special or consequential loss, damage, costs, or expenses; and/or
any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications
All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
Notices will be deemed to have been duly given:
when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
on the fifth business day following mailing, if mailed by national ordinary mail; or
on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Data protection
When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can e-mail: privacy@umnii.com.
Circumstances beyond the control of either party
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
