B2B Terms & Conditions
Mapsensor advises the Buyer to read these Terms and Conditions carefully, prior to placing an order, and to save a copy for future reference. By ordering from Mapsensor the Buyer agrees to be bound by these Terms and Conditions (including terms and conditions referred to in them).
Mapsensor may amend or update these Terms and Conditions from time to time without notice to the Buyer to comply with law or otherwise as required by Mapsensor. Any updates or amendments will be posted here on the Website.
The Buyer confirms that it is not dealing as a consumer (i.e. acting otherwise than in the course of business), and that any order it places shall be on a business-to-business basis. Anyone wishing to purchase Goods from Mapsensor as a consumer must contact Mapsensor for formal written approval in the first instance. Mapsensor will not supply Goods to any person under the age of 18, and can only deliver Goods to an address within the United Kingdom.
Your attention is particularly drawn to the provisions of clause 9.
1. Interpretation
2. Application of Terms
3. Description
4. Delivery & Collection
5. Non-Delivery
6. Risk & Title
7. Price
8. Payment
9. Cancellations & Returns
10. Third-Party Guarantees & Warranties
11. Limitation of Liability
12. Assignation & Waiver
13. Force Majeure
14. Privacy & Data Protection Statement
15. General
1. Interpretation
In these Conditions:
(a) the following words have the following meanings:
The Buyer/you: the person, firm or company who purchases the Goods from Mapsensor;
Mapsensor/we/us/the Seller: Mapsensor;
Contract: any contract between Mapsensor and the Buyer for the sale and purchase of the Goods, which contract shall incorporate these Conditions;
Delivery Point: the place where delivery of the Goods is to take place under condition 4;
Goods: any goods agreed in the Contract to be supplied to the Buyer by Mapsensor (including any part or parts of them);
(b) references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced;
(c) references to one gender include the other genders and to the singular include the plural and vice versa as the context admits or requires; and
(d) headings are for reference only and will not affect the construction or interpretation of these Conditions.
2. Application of Terms
Subject to any variation permitted under this condition 2, the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document). The Buyer acknowledges that no representations have been made or relied upon other than those expressly set out herein.
No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
These conditions apply to all Mapsensor’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Mapsensor.
Each order for Goods by the Buyer from Mapsensor shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions and an order shall not be deemed to have been withdrawn unless Mapsensor acknowledges the withdrawal in writing and the Buyer shall be liable for all costs, expenses or other losses suffered by the Seller due to the withdrawal by the Buyer of any such order.
No order placed by the Buyer shall be deemed to be accepted by Mapsensor until a written acceptance of order is issued by Mapsensor or (if earlier) Mapsensor delivers the Goods to the Buyer.
The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
Any quotation is given on the basis that no contract will come into existence until Mapsensor despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that Mapsensor has not previously withdrawn it.
Any typographical, clerical or other error or omission in any sales literature, website, quotation, price list, acceptance of offer, invoice or other document or information issued by Mapsensor (whether in electronic format or otherwise) shall be subject to correction without any liability on Mapsensor’s part.
3. Description
The description, packaging and specification of the Goods shall be as set out in Mapsensor’s current website and catalogues and marketing material (whether in electronic format or otherwise), subject to any changes in design, specification or form from time to time introduced by Mapsensor in its discretion.
All drawings, descriptive matter, specifications and advertising issued by Mapsensor and any descriptions or illustrations are issued or published for the sole purpose of giving an approximate idea of the Goods described in them for guidance only, and will not form part of the Contract.
4. Delivery
Unless otherwise agreed in writing by Mapsensor, delivery of the Goods shall take place at the Buyer’s United Kingdom address as intimated in the Buyer’s order for Goods.
Mapsensor will not be able to process orders on UK Bank Holidays, Saturdays and Sundays. Saturday deliveries may be available upon request, subject to carrier restrictions and availability.
Any “non-stocked”, “supplier delivered” or “special order” Goods, not held in stock by Mapsensor, will be highlighted to the Buyer at time of order. Where possible, part-delivery will be arranged.
The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for unloading the Goods.
Mapsensor only delivers products to buyers in the United Kingdom, Channel Islands, Isle of Man and Scottish Islands and will not deliver to box numbers whether Post Office or British Forces Post Office.
Delivery shall normally be completed by one person (the driver) up to the vehicle tailgate only, (unless Mapsensor agrees otherwise in writing with the Customer). The Buyer is responsible for ensuring that adequate vehicular access is available to its desired Delivery Point. For the avoidance of doubt, delivery to the ‘Delivery Address’ means Mapsensor’s carrier will deliver only to the postal address provided there is a suitable road to the point where delivery is requested. If no such road exists, delivery shall be made to the nearest point at which, in the driver’s opinion, the vehicle can safely and lawfully unload. Mapsensor’s carrier is not obliged to deliver orders to a particular part of a property or location within the property at the Delivery Address.
Any dates specified by Mapsensor for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
Delivery charges, timescales and restrictions vary depending on the type of Goods ordered, the service selected by the Buyer and the Delivery Address.
Subject to the other provisions of these Conditions Mapsensor will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay or default in the delivery of the Goods (even if caused by Mapsensor’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
If for any reason the Buyer will not accept delivery, or Mapsensor is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, Mapsensor may in its discretion deem:
(a) the Goods to have been delivered and all risk in the Goods will pass to the Buyer; or
(b) the Contract to have been repudiated by the Buyer in which case Clarity Lab may recover from the Buyer Mapsensor’s whole losses, costs and expenses related to the Contract.
Mapsensor reserves the right to deliver by way of instalments. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate agreement and any failure to deliver any one or more of the instalments, in accordance with these Terms and Conditions, or any claim by the Buyer in respect of any one or more instalments shall not entitle it to treat any agreement as a whole as repudiated.
5. Non-Delivery
The quantity of any consignment of Goods as recorded by Mapsensor upon despatch from Mapsensor’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide evidence proving the contrary in terms satisfactory to Mapsensor.
Mapsensor shall not be liable for any non-delivery of Goods (even if caused by Mapsensor’s negligence) unless written notice is given to Mapsensor within 7 days of the date when the Goods would, in the ordinary course of events, have been received.
Any liability of Mapsensor for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.
6. Risk & Title
6.1 The Goods are at the risk of the Buyer from the time of delivery. Ownership of the Goods shall not pass to the Buyer until Mapsensor has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods (including VAT and applicable delivery charges); and
(b) all other sums which are or which become due to Mapsensor from the Buyer on any account. Mapsensor shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not yet passed from Mapsensor.
6.2 Until title in the Goods does pass to the Buyer then (without prejudice to the Buyer’s right to resell the Goods in the ordinary course of business), the Buyer shall keep the Goods separate from its own Goods and the Goods of others and clearly marked or identified as being the property of Mapsensor and shall ensure that the Goods are kept safe, secure and insured.
For as long as the Goods have not been resold by the Buyer in the ordinary course of business and title in the Goods has not passed to the Buyer, Mapsensor may at any time retake possession of the Goods in such way as it thinks fit, including entering any premises of the Buyer where the Goods are to remove them. This right to retake possession shall apply whether or not the Buyer is or is deemed to be insolvent or otherwise.
7. Price
Unless otherwise agreed by Mapsensor in writing the price for the Goods shall be the price set out in Mapsensor’s quote on the date of the order and such price is, up to that date, subject to alteration without notice although we will make every reasonable effort to maintain quoted prices.
The price for the Goods are in pounds sterling and are exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts if applicable the Buyer will pay in addition when it is due to pay for the Goods.
8. Payment
Payment for all Goods shall be made by credit or debit card (Visa, MasterCard), or Direct Bank Transfer at the time the order is placed. If it is not possible to obtain the full payment for the Goods from the details provided then the Contract shall be cancelled by Mapsensor and any further deliveries suspended.
By using a credit or debit card to pay for Goods, the Buyer confirms the card being used is theirs or that it is authorised to use it.
All credit and debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of the card refuses to authorise payment Mapsensor will not accept the Buyer’s order, will not be obliged to inform the Buyer of the reason for refusal and will not be liable for the Goods not being supplied or delivered to the Buyer. Mapsensor are not responsible for the card issuer or bank charging the Buyer’s card as a result of Mapsensor’s processing of the Buyer’s credit or debit card payment in accordance with its order.
The format of invoices and statements to the Buyer will solely be dictated by Mapsensor.
Any liability of Mapsensor under the Contract shall be subject to and conditional upon the due performance and observance by the Buyer of all its obligations under these conditions, and subject to these conditions, the Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Mapsensor to the Buyer.
9. Cancellations & Returns
Cancellations
9.1 Orders for Bespoke/Custom/Non-Standard Goods (meaning those Goods manufactured, imported or sourced to the Customer’s specification or request) are specifically excluded from this condition and may not be cancelled.
9.2 Other orders may be cancelled by the Buyer but only with our written consent and only before they are dispatched. If We agree to Your request to cancel the Contract, a cancellation charge of 20% of the agreed price will be levied to cover handling, administration and other costs and losses incurred by Us.
Returns
9.3 The Customer may not return Goods for refund once delivered.
10. Warranties
We warrant that the Goods will remain, for a period ending on the later of 12 months from the date of the Contract or the date of delivery of the Goods (“Warranty Period”):
a) of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
b) free from any material defect in design, workmanship and materials. We also warrant that the Goods shall, for the Warranty Period, correspond with any agreed written specification.
10.2: The warranty described above is given in lieu of and shall be deemed to exclude all other warranties and conditions whether express or implied whether arising by common law, statute or otherwise, other than that relating to title in the Goods.
10.3: Warranty does not include - inadequate or inappropriate use, false assembly and/or commissioning by the Buyer or third parties, normal wear and tear; wrong/careless handling, non-compliance with handling, maintenance and care instructions (such as operating manuals).
10.4: All Goods are sold on the basis that You are not a consumer nor deal as a consumer within the meaning of the Unfair Contract Terms Act 1977 and that You have satisfied Yourself as to the suitability of the Goods for use or resale in accordance with Your own specialised knowledge and skill.
10.5: These Conditions shall apply to any repaired or replacement Goods supplied by Us.
11. Limitation of Liability
Subject to condition 9, the following provisions set out the entire financial liability of Mapsensor (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer in respect of:
(a) any breach of these Conditions; and
(b) any representation, statement or delictual act or omission including negligence arising under or in connection with the Contract. Although nothing in these Conditions excludes or limits the liability of Mapsensor for death or personal injury caused by Mapsensor’s negligence fraud or fraudulent misrepresentation or for any other liability which cannot be limited or excluded under applicable law:
(i) Mapsensor’s total liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price paid by the Buyer under the Contract; and
(ii) Mapsensor shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of revenue or profit, interruption to or loss of business, depletion of good will or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
Goods are intended for use in the UK only and Mapsensor cannot confirm the Goods comply with any laws, regulations or other standards applicable outside the UK. All Goods are sold in accordance with the manufacturer’s specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the Goods.
12. Assignation & Waiver
The parties to this Contract do not intend that any term of this Contract will be enforceable by any person that is not party to it. No third party shall be entitled to enforce any of these terms and conditions, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Mapsensor. Mapsensor may assign the Contract or any part of it to any person at its discretion.
Failure or delay by Mapsensor in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract. Any waiver by Mapsensor of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
13. Force Majeure
Mapsensor reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Mapsensor including, without limitation, acts of God, tempest, fire, explosion, flood, epidemic, natural disaster or accident, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, lockouts, strikes or other labour disputes and industrial actions (whether or not relating to either party’s workforce or that of a third party), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, labour, fuel, parts machinery or Goods, import or export impositions or embargoes and/or failure of telecommunications networks, internet service providers or power failure.
If the force majeure in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to Mapsensor to terminate the Contract.
14. Privacy & Data Protection Statement
Mapsensor will safeguard customer information in line with the requirements of the Act, as well as the GDPR, and as stated in Mapsensor’s Privacy & Cookie Policy.
The Data Protection Act 2018 (as amended) gives the Buyer legal rights to see personal data Mapsensor holds about it and has the right to correct any inaccuracies. Mapsensor takes its responsibilities as data controllers very seriously, and if the Buyer wishes to exercise any of these rights, or if it has any queries in general about Mapsensor’s approach to data protection and privacy, they may write to us.
15. General
Severance
Each right or remedy of Mapsensor under the Contract is without prejudice to any other right or remedy of Mapsensor whether under the Contract or not. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. The parties to this Contract do not intend that any term of this Contract will be enforce able by any person that is not a party to it.
Notices
Any notice to be given by either party to the other under the Contract shall be in writing to the address of the other party given in the Contract or to another address intimated to the other party in terms of this condition.
Notices will be deemed to have been duly given:
(a) When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
(b) When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated.
All notices under these Terms & Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Law and Jurisdiction
The Contract between You and Us shall be governed by English Law. All disputes between You and Us concerning the Contract shall be subject to the jurisdiction of the High Court of London. The Contract and these Conditions are drawn up in the English language. If the Contract and/or these Conditions are translated into another language the English language text will prevail. All legal proceedings shall be conducted in English.