"Ultrawave” means Ultrawave Limited, company registration number 2558071;
"Customer” means the person or business who has placed the order with Ultrawave;
"Goods” means the items described in the Contract including any instalment of or any parts of them which Ultrawave is to supply in accordance with These Conditions;
"Services” means services (if any) which Ultrawave is to perform in accordance with These Conditions;
"Contract” means the contract for the sale and purchase of Goods and/or supply and purchase of Services.
"These Conditions” shall mean these conditions of sale in full.
If any provision of These Conditions is held by any competent authority to be invalid or unenforceable in the whole or in part, the validity of the other conditions and the remainder of the provision in question shall not be affected thereby.
These Conditions shall be deemed to be incorporated into any contract written or implied for Ultrawave to supply Goods and Services and unless agreed to the contrary in writing, orders written or verbal are only accepted in accordance with These Conditions to the exclusion of any conditions stipulated by the customer. Waiver of all or part of These Conditions shall not be valid unless agreed in writing by Ultrawave.
2 Quotations, Orders and Acceptance
a) A quotation by Ultrawave is not an offer. Quotations are valid for 30 days only unless otherwise agreed in writing by both parties, and subject to withdrawal or revision at any time before acceptance of the Customer’s order by Ultrawave and such order shall be construed as an offer by the Customer to purchase the Goods and/or Services subject to These Conditions and an order will only be accepted when confirmed in writing by Ultrawave.
b) The Customer must ensure that the terms of any order (including specification) are complete, accurate and given within a sufficient time to enable Ultrawave duly to perform the Contract.
c) Where the Goods are manufactured or where standard goods of Ultrawave are altered in order to become the Goods in either case in accordance with information or instructions supplied by the Customer: -
i) No guarantee is given by Ultrawave as to the practicability, efficiency, safety, or otherwise of the Goods in relation to the purpose
ii) The Customer shall indemnify against all liability by Ultrawave as a result of the Goods infringing any intellectual property right or any statutory provision and any impracticability, inefficiency, lack of safety or defect in the Goods where any of these is due wholly or partly to faults or omissions in any such information or instructions
d) Ultrawave reserves the right to make any changes in the specifications of the Goods or Services which are required for the Goods or Services to conform to any applicable safety requirements or where the Goods or Services are to be supplied to Ultrawave’s specifications, which do not materially affect their quality or performance.
e) The Customer, by placing an Order to Ultrawave, shall be deemed to make an offer to Ultrawave for the Goods subject to These Conditions and an Order will only be accepted when confirmed orally or in writing by Ultrawave.
f) Ultrawave reserves the right to make any changes in the specifications of the Goods which are required for the Goods to confirm to any applicable safety requirements or where the Goods are to be supplied to Ultrawave’s specifications, which do not materially affect their quality or performance.
a) The price of the Goods is inclusive of the cost of Value Added Tax ("VAT”) but any, delivery costs are itemised and charged extra.
b) Ultrawave reserves the right at any time to adjust the published price to take into account of any rescheduling costs and/or any increase in the materials, labour, taxes or services, or any currency fluctuations (or any other matter which increases the cost of the goods imported to the UK)
c) Payment of the price for the Goods is to be made at the same time as the Order is accepted and in any event before any goods are dispatched.
d) Certificate of Conformity for Goods supplied, where requested, will normally be provided free of charge.
a) Ultrawave can deliver orders placed on the website to countries within the European Union only. Orders placed for delivery outside the EU will need to be placed directly with Ultrawave and the customer will need to contact by phone or e-mail.
b)Time for delivery shall not be of the essence unless previously agreed by Ultrawave in writing.
c) Delivery will take place when Ultrawave transfers possession of the Goods to a nominated carrier.
d) Every effort will be made to fulfil promises of delivery, but no liability for failure to do so will be accepted.
e) Title to the Goods will pass to the Customer on delivery.
f) The Goods are at the risk of the Customer from the time of delivery
g) Ultrawave reserves the right to deliver in more than one consignment and to invoice each consignment separately. Where the Goods are delivered in installments each delivery shall constitute a separate contract and failure by Ultrawave to deliver any one or more of the installments in accordance with These Conditions, or any claim by the Customer in respect of any one or more installments shall not entitle the Customer to treat the Contract as a whole as repudiated.
a) Payment of the price for the Goods and Services is due at the point of order. Time of payment is of the essence and shall be made without any deduction or set off.
a) Where the Goods are to be exported to the Customer the provisions of this condition 6 shall apply.
b) Payment shall be made in Pounds Sterling.
c) The Customer shall be responsible for complying with any legislation governing the importation of the Goods into the country of destination and for the payment of any duties in respect of the Goods.
d) Unless otherwise agreed in writing between the Customer and Ultrawave, the Goods shall be delivered DDU (as those terms are defined in Incoterms 2000). Ultrawave shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
e) The Customer is responsible, at their own expense, for arranging for testing and inspection of the Goods at Ultrawave’s premises before shipment. Ultrawave shall have no liability for any claim in respect of any defect in the Goods which would be apparent on reasonable inspection and which is made after shipment or in respect of any damage during transit.
f) If there is any conflict between Incoterms and the Contract, the terms of the Contract prevail.
7 Warranty and Liability
a) Ultrawave warrants that the Goods shall be of satisfactory quality and be fit for purpose and the Services provided with reasonable care and skill.
b) Warranty periods vary according to unit and are available to view in the user manual and on Ultrawave’s website.
c) Where the Customer returns the Goods for reasons other than for defect or workmanship, Ultrawave shall accept such returns at its discretion and will be subject to a restocking charge.
d) Nothing in These Conditions excludes liability for loss arising from fraud, death or personal injury caused by negligence.
e) The aggregate liability of Ultrawave (including negligence) or breach of statutory duty or otherwise to the Customer for loss or damage shall be limited to and in no circumstance exceed the price of the Goods.
f) Ultrawave shall not be liable for any consequential loss, loss of profit or damages arising out of the misuse of the Goods.
g) All other warranties, whether express or implied, by Statute or otherwise, are excluded to the fullest extent permitted by law.
a) Ultrawave may assign or subcontract the Contract or any part of it and may dispose in any manner with any of its rights or beneficial interests under it.
b) The Customer may not assign the Contract or dispose of or deal in any manner with any of its rights or beneficial interests under it.
9 Force Majeure
Ultrawave shall have no liability in respect of failure or delay in delivery or in the performance of any obligations under the Contract due to any cause outside their control, including but not limited to, act of God, fire, floods, war, civil disturbances, riot, act of Government, currency restrictions, industrial disputes, unavailability of materials of failure of supplier, carrier or sub-contractor to deliver on time.
10 Law and Jurisdiction
These Conditions and any disputes or claims arising out of or in connection with their subject matter shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.