Conditions of Sale
Cameras Underwater Ltd. 2002.0 (last amended 27.3.02)
1. Definitions and interpretation
In these Conditions, unless the context otherwise requires, the
following words have the following meanings: |
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"Buyer", "you" |
the person whose order for the Products is accepted by Cameras
Underwater Ltd.; |
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"Conditions" |
the standard terms and conditions of sale set out in this document
and (unless the context otherwise requires) including any special
terms and conditions agreed in writing between you and Cameras
Underwater Ltd. in accordance with Condition 2.3; |
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"Contract" |
the contract for the sale and purchase of the Products; |
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"Order" |
an order form submitted by us to you, whether via the Internet,
by fax, post, in person, or otherwise; |
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"Products" |
the film, photographic digital or graphic materials including
but not limited to all kinds of underwater photographic equipment
such as cameras, lenses, flashes, filters and diopters camera
and video housings, rain capes and sports goods as well as repair
services which Cameras Underwater Ltd. is to supply in accordance
with the Conditions; |
"Cameras Underwater"
"we"; "us" |
Cameras Underwater Ltd. whose business is located at Slade Road,
Ottery St Mary, Devon, EX11 1QH |
2. Basis of the sale
2.1 We shall sell and you shall purchase the Products in
accordance with any Order made by you which is accepted by us
subject to these Conditions which shall govern the Contract to
the exclusion of any other terms and conditions subject to which
any such Order is made or purported to be made by you.
2.2 Quotations issued to you by us may be withdrawn or
varied at any time and unless specified shall be automatically
withdrawn after 30 days. No binding contract shall in any event
arise until your Order has been accepted by us and confirmed.
An Order will be confirmed unless you hear from us to the contrary
within two working days of your Order.
2.3 No variation of these Conditions shall be binding
unless agreed in writing between one of our authorised representatives
and you.
2.4 Any advice or recommendation given by us or our employees
or agents to you as to the storage, application or use of the
Products which is not confirmed in writing is followed or acted
upon entirely at your own risk, and accordingly we shall not
be liable for any such advice or recommendation which is not
so confirmed.
2.5 Any samples, illustrations or descriptive material
and other information contained in Cameras Underwater’s
brochures, advertising material, its web site or elsewhere shall
not form part of the Contract and shall be treated as approximate
and for guidance only unless specifically stated otherwise. |
3. Orders and specifications
3.1 You shall be responsible for ensuring the accuracy of
the terms of any Order (including any applicable specification)
submitted by you and for giving us any necessary information
relating to the Products within a sufficient time to enable us
to perform the Contract in accordance with its terms.
3.2 We shall deliver the Products according to the quantity,
quality and description of, and/or any specification for, the
Products as set out in your Order (if accepted by us).
3.3 Orders may only be cancelled with our consent and
on such terms as we see fit. |
4. Price of the Products
4.1 The price of the Products shall be our quoted price at
the time of your Order and subject to clause 4.2.
4.2 We reserve the right to give you notice of any increase
in price of the Products before delivery to reflect any increase
in the cost to us which is due to any factor beyond our control
(such as, without limitation, any significant increase in the
costs of labour, materials or other costs of manufacture), any
change in delivery dates, quantities or specifications for Products
which is requested by you, or any delay caused by your instructions
or your failure to give us accurate information or instructions.
4.3 The price, unless otherwise stated, is inclusive of
any applicable Value Added Tax which you shall pay to us in addition
to the price of the Products. |
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5. Payment terms (credit account holders).
5.1 Subject to any special terms agreed in writing between
you and us, we shall be entitled to invoice you with the price
of the Products on or at any time after despatch of the Products
or on despatch of any part of the Products.
5.2 The time of payment shall be of the essence of the
Contract. All payments shall be made within 30 days of your receipt
of our invoice ("the Due Date") in full without deduction
in respect of any set-off or counterclaim.
5.3 If you fail to make any payment on the Due Date then
without prejudice to any other right or remedy available to us,
we shall be entitled to:
(a) cancel the Contract or suspend any deliveries to you;
(b) appropriate any payment made by you to such of the Products
(or the Products supplied under any other contract between you
and us) as we may think fit (notwithstanding any purported appropriation
by you); and
(c) charge you interest (both before and after any judgement)
on the amount unpaid, at the rate of four per cent per annum
over the base rate for the time being of Royal Bank of Scotland
PLC (such interest being deemed to accrue from day to day and
being compounded on the last day of each calendar month) until
payment is made. |
6. Delivery
6.1 Delivery of the Products shall be by us despatching to
you by post or according to your specific instructions.
6.2 We shall deliver the Products to the address specified
for delivery in your Order. We cannot accept any liability for
any loss or damage to the Products once they have been delivered
in accordance with your delivery instructions.
6.3 We shall endeavour to deliver the products by the
date quoted for delivery but such date is not guaranteed nor
shall the time for delivery be of the essence unless previously
agreed by us in writing. The date quoted for delivery shall be
extended by a reasonable period if there is any delay caused
by import or export regulations, industrial dispute or by any
cause beyond our reasonable control.
6.4 The Products may be delivered by us in advance of
the quoted delivery date where agreed subject to an additional
"rush" charge as set out on the invoice. |
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7. Risk and property
7.1 Risk of damage to or loss of the Products shall pass
to you:
(a) in the case of Products to be delivered at our premises,
at a reasonable time after we notify you that the Products are
available for collection; or
(b) in the case of Products to be delivered otherwise than
at our premises, at the time of despatch or, if you wrongfully
fail to take delivery of the Products, at the time when we have
tendered delivery of the Products.
7.2 You shall only own the Products once they have
been successfully delivered and when we have received clear payment
in full of the price of the Products and all other Products agreed
to be sold by us to you for which payment is then due. |
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8. Notification of Claims
8.1 Any claim for non-delivery of any Products shall
be notified in writing by you to us within 28 days of the date
of our invoice.
8.2 Any claim which is based on any defect in the quality
or condition of the Products or their failure to correspond with
specification shall (whether or not delivery is refused by you)
be notified to us within 7 days from the date of delivery or
(where the defect or failure was not apparent on reasonable inspection)
within a reasonable time after discovery of the defect or failure.
8.3 If you do not notify us of any claim in accordance
with the provisions of this Condition, you shall not be entitled
to reject the Products and we shall have no liability for such
defects or failure, and you shall be bound to pay the price as
if the Products had been delivered in accordance with the Contract.
8.4 You shall have no right to reject any Products
on the grounds of variation of quality from your order where
defects do not result from our negligence. |
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9. Warranties and liability
9.1 We warrant that the Products shall meet their specification
at the time of delivery.
9.2 The above warranty is given by us subject to the
following conditions:
(a) we shall be under no liability in respect of any defect
in the Products arising from any drawing, design or specification
or photographic materials supplied by us;
(b) we shall be under no liability in respect of any defect
arising from fair wear and tear, wilful damage, negligence, failure
to follow our guidance (whether oral or in writing), misuse,
alteration, or repair of the Products without our approval;
(c) we shall have no liability to you if the total price for
the Products has not been paid by the Due Date for payment; and
(d) the above warranty does not extend to any defect resulting
from the use of Products with any materials or equipment not
supplied by us, in respect of which you shall only be entitled
to the benefit of any such warranty or guarantee as is given
by such supplier to us.
9.3 Subject as expressly provided in these Conditions
all warranties conditions or other terms implied by statute or
common law are excluded to the fullest extent permitted by law.
9.4 Where the Products are sold under a consumer sale
(as defined by the Consumer Transactions (Restrictions on Statements)
Order 1976) your statutory rights are not affected by these Conditions.
9.5 Our total liability to you in respect of any Contract
shall not exceed the value of the Products ordered by you under
that Contract.
9.6 Where any valid claim in respect of any of the
Products which is based on any defect in the quality or condition
of the Products or their failure to meet specification is notified
to us in accordance with these Conditions, we shall, at our sole
discretion, replace the Products (or the part in question) free
of charge or refund to you the price of the Products (or a proportionate
part of the price) but we shall have no further liability to
you. You shall return the rejected Products at your own cost.
9.7 Except in respect of death or personal injury caused
by our negligence, we shall not be liable to you by reason of
any representation (other than fraudulent misrepresentation)
or any implied warranty, condition or other term, or any duty
at common law, or under the express terms of the Contract for
any consequential loss or damage (whether for loss of profit
or otherwise), costs, expenses, or other claim for consequential
compensation whatsoever (and whether caused by our negligence
or the negligence of our employees or agents or otherwise) which
arises out of or in connection with the supply of the Products
(or their resale by you), except as expressly provided in these
Conditions. |
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10. Force Majeure
We shall not be liable to you or be deemed to be in breach
of the Contract for any delay in performing, or any failure to
perform, any of our obligations in relation to the Products,
if the delay or failure was due to any cause beyond our reasonable
control. |
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11. Insolvency
11.1 This Condition applies if:
(a) you make any voluntary arrangement with your creditors
or become subject to an administration order or (being an individual
or firm) become bankrupt or (being a company) go into liquidation
(otherwise than for the purpose of a solvent amalgamation or
reconstruction);
(b) an encumbrancer takes possession, or a receiver is appointed,
over any of your property or assets;
(c) you cease, or threaten to cease, to carry on business;
or
(d) we reasonably apprehend that any of the events mentioned
above is about to occur in relation to you and notify you accordingly.
11.2 If this Condition applies then, without prejudice
to any other right or remedy available to us, we shall be entitled
to cancel the Contract or suspend any further deliveries under
the Contract without liability to you and if the Products have
been delivered but not paid for the price shall become immediately
due and payable notwithstanding any previous agreement or arrangement
to the contrary.] |
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12. General
12.1 Any notice to either party under these Conditions
shall be in writing signed by or on behalf of the party giving
it and shall, unless delivered to a party personally, be left
at or sent by prepaid first class post, prepaid recorded delivery,
telex or facsimile to the address of the party as notified in
writing from time to time.
12.2 To the extent that any provision of these Conditions
is found by any court or competent authority to be invalid, unlawful
or unenforceable in any jurisdiction, that provision shall be
deemed not to be a part of these Conditions, it shall not affect
the enforceability of the remainder of these Conditions nor shall
it affect the validity, lawfulness or enforceability of that
provision in any other jurisdiction.
12.3 Any reference in these Conditions to any provision
of a statute shall be construed as a reference to that provision
as amended, re-enacted or extended at the relevant time.
12.4 The headings in these Conditions are for convenience
only and shall not affect their interpretation. |
13. Governing law and jurisdiction
13.1 These Conditions shall be governed by English law and
any disputes shall be resolved exclusively by the English Courts. |
Terms and Conditions ("the Terms")
for the supply of camera repairs
and servicing ("the Services")
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1. The supply of the Services shall be subject to the
conditions of sale of Cameras Underwater Ltd. ("Cameras
Underwater"), a copy of which is included with these Terms,
except to the extent that:
(a) any provision of those conditions of sale is inconsistent
with any provision of these Terms, in which event these Terms
shall prevail; or
(b) Cameras Underwater Ltd. and the customer agree in writing
to vary those conditions of sale.
2. The supply of Services shall be provided by Cameras
Underwater Ltd. at their premises in Slade Road, Ottery St Mary,
Devon EX11 1QH, England unless the customer is notified otherwise.
If the customer requires or it is necessary to supply the Services
on the customer’s or a third party’s premises, Cameras
Underwater reserves the right to levy an additional charge and
expenses.
3. The price of and a description of the Services to
be supplied to the customer shall be set out on the quotation
which shall be sent to the customer upon request of such. Where
applicable an additional charge will be made on a cost-plus basis
for services which are required in addition to those set out
on the quotation.
4. Cameras Underwater Ltd. shall send the customer
written confirmation of the receipt of any camera and/or any
associated equipment ("the Equipment") upon receipt
of such.
5. If Cameras Underwater Ltd. fails to deliver any
part of or all the Services for any reason other than a reason
outside Cameras Underwater’s reasonable control or the customer’s
fault and Cameras Underwater is accordingly liable to the customer,
Cameras Underwater’s liability shall be limited to the value
of the Services as set out on the customer’s quotation.
6. The insurance of the Equipment which is the subject
of the Services is deemed at all times (whether or not the Equipment
is on Cameras Underwater’s property or under Cameras Underwater’s
control) to be the responsibility of the customer. Cameras Underwater
advises the customer to review the terms of their insurance policy
to ensure cover is appropriate. |
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01404 812277