2.1. Goods are sold by the seller based on the price list and quotation agreed by the buyers on the date the order is placed. The seller will try to give reasonable notice of any changes, but preceding an order, all prices are subject to alteration or withdrawal without prior notice. For international sales, the seller may revise prices at any time due to changes in exchange rates, or if there is an increase in any excise, duty or tax.
2.2. The prices provided by the seller are exclusive of VAT, and/or any other tax, duties, levies or associated charges relating to packaging, transportation, insurance, import/export or delivery of the goods. Any such additional costs are the responsibility of the buyer to pay in addition and will be added to the price as appropriate. Details of these costs can be provided by the seller on request.
2.3. The prices provided by the seller are exclusively valid for the specific buyer that the seller has provided it to, in the currency stated and subject to the payment terms agreed.
2.4. The buyer acknowledges that the prices they are quoted must not be disclosed to any 3rd party outside of their organisation.
3.1. The buyer shall make the payment according to the terms of payment and currency agreed at the time of order.
3.2. The buyer will make the payment without any deduction/set-off/counterclaim/cross claim or deferment on account of dispute whatsoever, within the time frame agreed by the seller and buyer at the point of purchase, unless expressly agreed in writing prior to purchase.
3.3. If the payment for any goods delivered is in arrears, or in the event of genuine doubts arising by the seller as to the buyer’s ability to pay for the goods, the seller is entitled to suspend work and deliveries on the same order and/or any other order placed by the buyer. The seller is also entitled to resell any of the goods stocked and be indemnified by the buyer for any additional incurred costs. If the goods have already been customized for the buyer and therefore cannot be resold, the buyer shall remain liable to pay the outstanding full price for these goods.
3.4. Under the Late Payment of Commercial Debts Act 1998, the buyer shall be liable to pay:
3.4.1. All costs, fees, disbursements and charges including legal fees and costs reasonably incurred by the client in the recovery of any unpaid invoices regardless of the value of the claim, and
3.4.2. Interest at Bank of England Base Rate + 8% on any overdue accounts.
3.5. The seller reserves the right to amend the credit and payment terms when the buyer’s financial circumstances have created reasonable concerns as to their credit worthiness. The seller may, in certain circumstances, require payment prior to dispatch of goods.
3.6. The seller reserves the right to carry out a credit check of the buyer prior to issuing credit.
4.1. The seller shall organise for goods to be shipped to the location agreed at time of ordering, at the buyer’s risk and expense, unless otherwise stated.
4.2. The seller reserves the right to deliver the goods by instalments. Any delay does not entitle the buyer to cancel any further instalments. Failure to accept delivery or refuse payment may result in the obligation of the buyer to repay any incurred costs to the seller.
4.3. Unless otherwise agreed, the goods will be delivered to the buyer's premises at a date and time specified by the seller.
4.4. The buyer acknowledges that the delivery date advised by the seller is an estimation, the seller will aim to adhere as close as possible to the requested timescale but is not liable for failure to meet any delivery deadlines or for the incurred costs of procurement of substitution goods.
4.5. The buyer accepts responsibility for taking delivery of the goods. If the seller is unable to deliver the goods due to insufficient instructions, information, or availability, the buyer becomes automatically responsible for the risk in the goods and they are liable for all associated redelivery and insurance costs incurred and they may be subject to a price adjustment.
4.6. If a delivery is delayed by over 1 month by the buyer, the seller may charge demurrage costs. If the delivery is delayed by over 2 months, the seller is free to sell the goods to other customers without incurring any indemnity.
4.7. Buyers are responsible for examining all goods on delivery and must notify the seller in writing with a rejection notice, of any damage or defect, within 5 days. The seller is not liable for any notification made after 5 days of delivery unless covered by the standard seller’s warranty.
4.8. The seller accepts responsibility for providing a delivery note with each goods order which may contain; the account number, the delivery date, the type and quantity of goods, and the delivery method.
4.9. The buyer must review the delivery note upon receipt of the goods and immediately report any discrepancies to the seller, providing conclusive evidence of discrepancies including, but not limited to, quantity shortages, incorrect product, and defects, to the contrary of the delivery note.
4.10. The seller accepts no responsibility for the failure to deliver goods unless the buyer provides written notice of failure to deliver within 10 days of the arranged delivery date.
4.11. No return of goods will be accepted by the seller without prior authorization. Returned goods must be undamaged, in original packaging and all delivery costs to be at the buyer’s expense, unless otherwise agreed in writing with the seller. Products returned as unwanted are subject to a £15 restocking fee, after which the remaining value will be credited to the buyer’s account. The seller does not provide any cash refund for returns.
4.12. The buyer accepts responsibility for complying with regulations and legislations regarding the importation of goods into a foreign country and will be responsible for paying any related duties and obtaining any required import licenses and consents.
5.1. The risk in the goods is the responsibility of the buyer from the point of delivery.
5.2. Title/ownership of the goods shall not pass to the buyer until the seller receives payment in full for all goods outstanding.
5.3. Until title of the goods is passed to the buyer, the buyer shall:
5.3.1. Store them separately from all other goods in order for them to remain easily identifiable as property of the seller.
5.3.2. Maintain the goods in satisfactory condition whilst not removing or covering any identifiable marks on the goods or their packaging.
5.3.3. Keep the goods insured for their full price against all risks.
5.3.4. Notify the seller immediately if they are at risk of being unable to pay the outstanding balance of their debts.
5.3.5. Not be entitled to put the goods under pledge or dispose of them in any way.
5.3.6. Grant the seller, or its duly authorized agent, access to the premises where the goods are being stored (either that of the buyer, or of any third party) at any time, in order to examine them, or in the event that the buyer's right to possession has expired, reclaim and remove them.
5.4. If the payment is overdue, or the buyer suspends payment or becomes unable to pay their outstanding debts, their right to possess and resell the goods ceases immediately. If requested by the seller, they are then obligated to return all goods to the seller and are responsible for any delivery and insurance costs incurred.
5.5. The buyer may use or sell the goods in the ordinary course of their business prior to the seller receiving payment, on the condition that the sale is on behalf of the seller as their owner and the proceeds are held in trust in a separate account until title passes to the buyer.
5.6. Resale of Orisec goods on third party websites such as Ebay or Amazon is prohibited.
6.1. The seller warrants to the buyer that goods purchased will conform in all material respects with their description and specifications for the period specified relating to the particular product.
6.2. The seller accepts responsibility for repairing or replacing any goods confirmed to be defective as a result of faulty workmanship or materials within the warranty period specified per product, or refund the purchase price if:
6.2.1. The seller is notified in writing, within 5 days after discovery of the defect, and within the warranty period.
6.2.2. The defective goods are returned to the seller, at the expense of the buyer, within the warranty period.
6.2.3. The seller confirms a defect that has not been caused by misuse, improper application or any other events beyond the sellers control.
6.3. The seller gives no warranty or guarantee with respect to goods purchased through unauthorised sales channels. Only goods sold directly by employees of the seller are covered under warranty.
6.4. A claim under warranty for any goods does not entitle the buyer to cancel delivery for any other full or part order.
7.1. The seller’s entire liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to replacing goods and shall in no circumstances exceed 100% of the price of the goods which are sold to the buyer.
7.2. Nothing in these terms and conditions shall serve to limit or exclude either the buyers or seller’s liability for:
7.2.1. Death or personal injury caused by gross negligence.
7.2.2. Fraud or fraudulent misrepresentation.
7.2.3. Willful misconduct.
7.2.4. Defective products under the Consumer Protection Act 1987.
7.2.5. Breach of the terms outlined in Sale of Goods Act 1979 (Sec. 12).
7.2.6. Any matter in respect of which it would be excluded or limited liability by law.
7.3. The seller accepts no liability for any and all direct, indirect or consequential losses or damages arising from, or in connection with the delivery, non-delivery, supply or use of goods by the buyer, or their employees, customers and others.
7.4. The buyer acknowledges that the use of the seller’s goods is fully at the risk and liability of the buyer and that they are responsible for the validation of the suitability of these goods in such applications. The seller accepts no liability for any claim, damages, losses, costs, or expenses arising from use of the goods.
7.5 The buyer acknowledges that the seller accepts no liability for any and all direct, indirect or consequential losses or damages arising from, or in connection with, use of goods with Apps, Cloud Services, the internet or other communication services.
8.1. All orders placed by buyers are subject to approval and confirmation by the seller. Any quotations provided to buyers are not binding until an order acknowledgement is issued by the seller and dispatch of the order.
8.2. No cancellation or rescheduling of orders can be made by buyers within 30 days of the delivery date without prior written consent.
8.3. Quotations submitted by the seller shall remain valid for orders to be placed for a period of 30 days unless otherwise withdrawn or stated in writing.
8.4. No cancellations can be made at any time of personalised products once the order has been placed. In the event of a cancellation, the buyer will be liable to pay the full cost of the goods to the seller.
9.1. Neither party shall be liable for failure or delay to perform any terms of the agreement due to any event beyond their reasonable control, including, but not exclusively; strikes, industrial disputes, failure of energy sources or transport networks, acts of God, war, terrorism, riot, conflict, natural disasters, extreme adverse weather conditions or default of suppliers.
10.1. The contract is effective from the date of delivery of goods to the buyer, but may be terminated with immediate effect by the seller without obligation or liability if:
10.1.1. Payment is suspended or not made in full, by the due date, or the buyer's financial position deteriorates and they are deemed unable to pay their debts within the meaning of the Insolvency Act 1986 (Section 123 & 268), in accordance with the terms and conditions outlined.
10.1.2. A petition is filed, a notice given or a resolution passed for winding up of the buyer (either voluntary or compulsory) or an administrator is appointed over the buyer by a competent court.
10.1.3. The buyer enters into negotiations with its creditors to reschedule debts.
10.1.4. The buyer is subject to a bankruptcy petition.
10.1.5. The buyer is dissolved.
10.1.6. The buyer is the subject of proceedings under any foreign law.
10.1.7. The buyer ceases or threatens to cease to carry on business.
10.1.8. A Force Majeure event occurs.
10.1.9. The buyer dies, or due to illness (mental or physical) is incapable of managing their finances.
10.2. Orisec’s greatest asset is its staff. Orisec will not tolerate any abuse, aggression or threats towards Orisec personnel and any such behavior from the buyer may result in immediate termination of the contract by the seller without any limitation or liability.
10.3. On termination of the contract, the buyer accepts responsibility to immediately pay the seller all outstanding balances.
11.1. Any samples, descriptions, images, specifications, marketing collateral, and advertising material produced by the seller are created for the sole purpose of giving an approximate description of the goods. No information provided shall form part of the contract.
11.2. The seller reserves the right to amend goods' specifications to make reasonable modifications when deemed necessary, with or without notice. The seller accepts responsibility for publishing the modified specifications online and notifying the customer. The seller has no obligation to provide the change on goods previously purchased and the buyer has no entitlement to reject ordered goods based on these modifications.
11.3. The seller accepts no responsibility for goods which have been altered or repaired by anyone other than the seller themselves.
11.4. The seller accepts no responsibility for goods which have been stored, installed or maintained incorrectly, in accordance to the instructions provided by the seller.
12.1. Goods sold by the seller are or will be protected by intellectual property rights of the seller, including, but not limited to; patents, copyright, trademarks and registered designs and these will remain the possession of the seller.
12.2. The buyer accepts responsibility for retaining all copyright, trademark and patent notices on all goods upon delivery.
12.3. As an approved buyer, they may use the appropriate seller’s logos and copyright images solely for the authorised re-sale and marketing of the seller’s products and in accordance with the specified use and written approval from the seller.
13.1. Severance: Each section of these terms and conditions is separate and severable, therefore if any section becomes invalid, the validity and enforceability of the other terms and conditions remain.
13.2. Waiver: No failure or delay to exercise a right listed in this contract constitutes a waiver of that, or any other right.
13.3. Variation: No variation of these terms and conditions shall be enforceable unless confirmed in writing by both the buyer and seller.
13.4. Law & Jurisdiction: These terms and conditions shall be governed by and construed in accordance with the law of England.
13.5. Assignment: The seller may at any time assign all or any of its rights and obligations of the contract to any other person. The buyer may not assign all or any of its rights and obligations of the contract to any other person without the written consent of the seller.
13.6. Third Party Rights: None of the terms and conditions outlined are enforceable by any person who is not a party to it.
13.7. Agreement: These terms and conditions supersede any prior proposals, agreements, terms and conditions or other of the seller and are to the exclusion of all other terms and conditions.