ACCEPTANCE

Any contract for the sale of goods between Seller and Buyer (“Contract”) shall incorporate these terms. No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, web order or other document will form part of any contract.

PRICES
 
Prices are exclusive of Value Added Tax, all local taxes, fees or any other government charges now in force or enacted in the future. If the buyer amends the quantity or delivery date from that specified in the order, the Seller reserves the right to increase prices to reflect such variations. Seller reserves the right to amend accidental errors or omissions. Unless otherwise agreed by the Seller in writing the price for the goods shall be the price set out in the Seller’s price list or on the website.

While trying to ensure that all prices on the Thumsb Up (UK) website are accurate, errors may occur. If we discover an error in the price of goods you have ordered we will inform you immediately and give you the option of cancelling your order or reconfirming it at the correct price. If we are unable to contact you we will treat the order as cancelled. If the order is cancelled and you have already paid for the goods, you will receive a full refund.

For international orders (outside the UK), all import duties and taxes for the goods entering your country are your responsibility to pay, so please find out the applicable rates of your country before ordering.

DELIVERY

For UK orders, you should normally receive goods within 1-14 working days. We make every effort to deliver goods within the estimated time however delays are occasionally inevitable and we will not be liable for any loss caused to you by late delivery. If the rare circumstance arises whereby we are unable to deliver within our usual delivery time (1-14 working days) and cannot agree another time with you, you will be offered the opportunity to cancel your order and get a full refund.

For all deliveries charges quoted online, Thumbs Up (UK) Ltd reserves the right to change delivery charges once all boxes have been packed. Thumbs Up will do what is possile within reasonable efforts to  minimise volumetric weight before shipment.

If for any reason the Seller has been unable to deliver the goods on time because the Buyer has not provided appropriate instruction, documents, licences or authorisations, the risk in the goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence; the goods will be deemed to have been delivered; and the Seller may store the goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance).

Thumbs Up (UK) will cover items damaged by the shipping carrier unless shipped using buyers own shipping account/courier or FOB dealings.

TERMS OF PAYMENT

Unless otherwise specified on the application and invoice, terms are cleared funds in advance of shipment.

All orders on terms are subject to the prior approval of Sellers Credit Department. Thumbs Up (UK) uses Barclays Business Factoring and any debts are passed to Barclays Factoring where time of payment is of the essence.

The buyer shall be in default of payment without reminder. In the event of non-payment Seller reserves the right to alter terms of payment, suspend credit and delay shipment or pursue any remedies available at law or under agreement. The acceptance by Seller of any payment after the specified due date will not constitute a waiver of the buyer’s obligations to make future payments on the specified dates.

CANCELLATION

You can cancel an order and return any goods that may already have been dispatched up to 7 days from receipt (see return policy).  Our terms and conditions do not affect your statutory rights.

RETURNS POLICY

We want you to be happy with your purchase.  Please check the goods on delivery and ensure that they are supplied correctly.  If any of the goods prove to be unsuitable please return them within 7 days in the original packaging and in an unused condition for a full refund less of any postage costs

INTELLECTUAL PROPERTY RIGHTS

Seller retains all intellectual property rights in and to all designs, engineering details and other data pertaining to any goods sold or any compilation, assembly, combination, method or process in which any such goods are used as components, except where such rights are expressly assigned under written agreement executed by a director of Seller

LIMITED WARRANTY

Seller warrants to the Buyer only, that the goods will be free from defects in material and workmanship and will perform to seller’s applicable specification for Seller’s specified standard warranty period of 12 months from the date of deliver of the goods to the Buyer. The liability of Seller hereunder shall be limited solely to replacing or crediting the current purchase price of (at Seller’s option) any defective units which are returned during the warranty period properly packaged and returned to the Seller. In no case are goods to be returned without first obtaining permission and a return authorisation number from seller.

Goods or parts which have been improperly handled or shipped or which have been subject to abuse, misuse, accident, alterations, neglect, improper or inadequate maintenance, unauthorised repair or improper installation are not covered by this warranty. Seller will make the final determination as to the existence or cause of any alleged defect. No warranty is made with respect to custom equipment or goods produced to Buyers custom contract for such custom goods.

Seller will not be liable for any loss, damage or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of the Seller, including but not limited to, supplier delay, force majeure, acts of God, labour, unrest, explosion or earthquake. In any such event the delivery date will be deemed extended for a period equal to the delay.

CLEARANCE LINES

Products sold in our clearance section are sold on an “as is” basis, without any warranty for any purpose. These products are not covered by our warranty.

LIMITATION OF LIABILITY

Seller will not be liable for any loss, damage or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of the Seller, including but not limited to, supplier delay, force majeure, acts of God, labour, unrest, explosion or earthquake. In any such event the delivery date will be deemed extended for a period equal to the delay.

The Seller’s liability arising out of the Contract and or sale is limited to the purchase price paid by Buyer and in no event will seller be liable for any costs of procurement of substitute goods or services by the Buyer, or for any special, consequential, incidental or indirect damage, loss or expense (including without limitation loss or profit) relating to or arising out of this agreement, whether the claim is based on contract, negligence, or any other theory of law or equity, under any circumstances whatsoever even if the Seller has been advised of the possibility of such damage. Loss or expense without limitation includes any liability that may arise out of third party claims against Buyer. These limitations shall apply notwithstanding any failure or essential purpose of any limited remedy provided under paragraph 8 above or under any other term of the Contract

BUYERS DUTY TO GIVE TIMELY NOTICE OF SELLER’S BREACH

Buyer agrees to notify Seller in writing within fourteen (14) days of Buyers discovery of any defective performance, failed performance or other breach of this agreement by seller. Failure of Buyer to provide such notice to Seller within this specified period shall constitute a waiver of the defective or failed performance or other application breach by Seller

BANKRUPTCY
If Buyer (i) becomes bankrupt or insolvent, (ii) commences or has commenced against it bankruptcy or insolvency proceedings or any other proceedings for the settlement of its debts, (iii) makes an assignment for the benefit of creditors, (iv) commences to be wound up or (v) suffers a receiver to be appointed, Seller will be at liberty by notice in writing to cancel this Contract without judicial intervention or declaration of default of Buyer and without prejudice to any right or remedy which may have accrued or may accrue thereafter to Seller and Buyer’s right to possession will terminate immediately

RETENTION OF TITLE

Ownership of the goods will not pass to Buyer until seller has received in full (in cash or cleared funds), notwithstanding delivery and that risk on the goods has passed to the Buyer, all sums due to it in respect of the goods and all other sums which are or become due to Seller from Buyer on any account.

Until ownership passes Buyer holds the goods on trust for Seller and will store the goods separately from all other goods of Buyer or any third party in such a way as that they remain easily identifiable. Buyer will not destroy, deface or obscure any identifying mark or packaging on or relating to the goods. Buyer will maintain the goods in a satisfactory condition and will insure the goods (for their full value) on seller’s behalf against all risks and to the reasonable satisfaction of Seller. Buyer will hold any proceeds of insurance referred to above on trust for Seller and not mix them with any other money.

Any processing and adaptation by buyer shall be effected on Seller’s behalf as manufacturer of the goods but without commitment or liability on the Seller’s part. If such processing or adaptation is effected with goods which are not Seller’s property or if the reserved goods are inseparably connected in any other way with the other goods, Seller shall acquire the co-ownership of the new or single product in the ration of the invoice value of the goods or the market value of such other goods in the absence of an invoice value.

APPLICABLE LAW

Buyer’s acceptance of any goods delivered pursuant to these Terms shall be conclusive evidence of Buyers acceptance of these Terms. Such acceptance shall act as a waiver of any terms and conditions included in Buyer’s order forms or other documents submitted by Buyer that are not acknowledged by Buyer in writing as part of the Contract.

The Contract shall be governed by and construed in accordance with English Law and Buyer accepts the exclusive jurisdiction of the English courts

EXCLUSION OF THIRD PARTY RIGHTS

The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.