1.1. In these terms & conditions, “Sensorium” means Sensorium Limited, the words “the customer” refer to the person, firm or company purchasing or agreeing to purchase goods or service from Sensorium, the words “these conditions” refer to the terms and conditions of sale set out herein, the word “goods” refers to all equipment, spare parts, other goods, repairs or services to be provided to the customer by Sensorium and the word “order” refers to a purchase order in respect of the goods or service issued by the customer to Sensorium on the customer’s official order form. All orders must be received in writing. Verbal orders will not be accepted.
2. THE GOODS
2.1. Unless otherwise expressly agreed, goods supplied will be in accordance with manufacture’s normal design and specifications current at the date of manufacture or delivery and supply by Sensorium of goods differing from any contractual or pre-contractual specifications or descriptions shall not be in breach of the agreement between Sensorium and the customer insofar as the goods are of approximately equivalent performance to the goods referred to in such specifications or descriptions.
3. DELIVERY & RISK
3.1. The agreed dates for delivery are estimates only and failure by Sensorium to comply with them shall not be a breach of these conditions. 3.2. All goods will be subject to a delivery charge, which will also cover insurance on the goods until such a time as they are signed for by the customer or his authorised agents. Once the goods have been signed for, the risk passes from Sensorium to the customer. 3.3. In all circumstances, goods will be sent by a recognised carrier for next day delivery. . [Carriage Charges start from £8.50] 3.4. If the customer fails to take delivery of the goods, or any part of them, on the due date and fails to provide any instructions, documents, licenses or consents required to enable the goods to be delivered on the due date, Sensorium shall be entitled, upon giving written notice to the customer, to store or to arrange for the storage of the goods, and then the risk in the goods shall pass to the customer. Delivery shall be deemed to have taken place and the customer shall pay Sensorium all costs and expenses including storage and insurance charges arising from its failure. 3.5. The customer is required to inspect the goods on receipt and to notify Sensorium of any defects or complaints within 72 hours. Failure to point out any damages will be deemed to be the responsibility of the customer.
4. CLAIMS NOTIFICATION
4.1. Any claim for non-delivery of goods shall be notified in writing by the customer to Sensorium within 7 days of the date on the Sensorium invoice. 4.2. Any claim that goods have been delivered damaged, are not of the correct quantity or do not comply with their description, shall be notified by the customer to Sensorium within 3 days of their delivery. 4.3. Any alleged defect shall be notified by the customer to Sensorium in writing, within 3 days of the delivery of the goods or in the case of any defect which is not reasonably apparent on inspection, within 3 days of the fault coming to the customers attention and in any event within one month from the date of delivery.
5. TITLE IN THE GOODS
5.1. Notwithstanding the earlier passing of risk (3.2.), Sensorium shall remain the sole and absolute owner of the goods until such time as the customer pays the agreed price of the goods to Sensorium. 5.2. At any time before title of the goods passes to the customer (whether or not payment to Sensorium is then overdue or the customer is in any way in breach of their obligation to Sensorium), Sensorium shall be entitled to repossess and dismantle all or any part of the goods and for that purpose enter any premise of the customer. Sensorium shall not be accountable for any damage encountered through repossession of goods. 5.3. If a receiver, or any other person acting on behalf of the customer, fails to return goods which are titled to Sensorium, the return of which have been demanded in accordance with the conditions herein, he shall pay Sensorium as agreed and the liquidated damages for detinue and/or conversion, treble the agreed price of the goods.
6. PRICE AND PAYMENT
6.1. The price of goods will be subject to VAT at the prevailing rate and Sensorium reserves the right to adjust its prices for any increase of any kind, arising for any reason, after the date of the contract. 6.2. All invoices are payable in full 30 days from date of invoice. We understand and will exercise our statutory right to interest under the Late Payment of Commercial Debt (Interest) Act 1998 if we are not paid according to agreed credit terms. The customer shall pay interest on any overdue amount from the date on which payment was due to that on which payment is received in full, on a daily basis. The rate of interest is the official dealing rate of Bank of England at that time (the base rate) + 8%.. An administration charge of £30.00 or 2.5% (accrued weekly) will also be applied to overdue accounts. 6.3. Any settlement discounts allowed to the customer by Sensorium shall be nullified if full payment is not received by Sensorium at close of business on the date specified. Thereafter goods shall be subject to the same conditions as expressed in section 5. 6.4. Any orders which qualify for VAT exemption must be accompanied with a completed VAT exemption Certificate duly signed. We do not process VAT Exemption retrospectively. Any invoices which need to be credited and re-issued due to customer not advising of VAT exemption and supplying the completed exemption certificate will carry a £30.00 administration charge.
7.1. If any payment due to Sensorium is overdue by 60 days from the date of invoice or if the customer enters in to a deed of arrangements or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the customer shall be wound up or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the customer or if the customer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the court or a creditor to appoint a receiver or a manager or which entitle the Court to make a winding-up order or if the customer takes or suffers any similar action in consequence of debt or if the financial responsibility of the customer shall , in the opinion of Sensorium, become impaired or if the customer should breach any part of the contract, Sensorium may, without prejudice to it’s rights and remedies under these conditions, stop all goods in transit and suspend further deliveries and by notice to the customer, may terminate the contract immediately.
8. WARRANTY AND LIABILITY
8.1. Under no circumstances shall Sensorium have any liability of whatever kind for: Any defects resulting from wear and tear, accident, neglect or improper use of the goods by the customer or their employees. Use by the customer other than in accordance with the instructions or advice of Sensorium or the manufacturer of the goods. Any goods which have been adjusted, modified or repaired otherwise than by Sensorium or the manufacturer of the goods. Any technical information, recommendation, statement or advise furnished by Sensorium, or its agents not given in writing in response to a specific written request from the customer before the contract is made. 8.2. No claim against Sensorium shall be entertained for any defect arising from adjustments, alterations or other work, which has been done, to the goods by any person not approved by Sensorium. 8.3. Sensorium warrants that it will credit the account of the customer or remedy, free of charge, by repair or replacement any goods which are accepted by Sensorium as defective or not in accordance with the contract or any express description or representation made by or on behalf of Sensorium in respect of the goods within a period of one year from the date of invoice and which are covered under the manufacturer’s guarantee. This warranty shall not apply where the defect or fault is attributable to defective materials supplied by third parties where the customers only remedy will be against that third party provided that the customer notifies Sensorium promptly of such a defect and where the customer arranges for the prompt return to Sensorium of the defective goods at the customer’s risk and expense.
9. FORCE MAJEURE
9.1. Sensorium shall not be liable for any failure in the performance of any of its obligations under the contract caused by factors outside its control.
10.1. All returns must be authorised in advance by Sensorium who will issue a Returns number by way of validation. Return of non-defective goods, where authorised will be subject to a re-stocking charge of 20%. Any damage caused to returned goods whilst outside of Sensorium’s jurisdiction would be subject to additional charges as required. Failure to contact sensorium in the manner described will undoubtedly result in unnecessary delays and potential increased costs being transferred to the customer. 10.2. Goods lent to customers on a “sale or return” basis must be returned in their original condition and packaging within the time scale agreed at the time of placing the order. Failure to return within the agreed time scale will invoke a 20% handling charge. The carriage of equipment back to Sensorium is at the customer’s expense and must be covered by the customer’s insurance at all times. Failure to return the goods within three weeks of the agreed date will deem that the customer has purchased the goods and an invoice will be raised as of the date of the original despatch.
11. LAW AND JURISDICTION SENSORIUM LIMITED – TERMS AND CONDITIONS
11.1. The contract shall be governed by Scottish law and the customer hereby consents to the exclusive jurisdiction of the Scottish courts in all matters regarding the contract.