These are the Conditions on which Outracking Ltd is prepared to sell goods to the Buyer (as defined below). These Conditions apply to trade customers and consumers. If the Buyer contracts with the Company as a consumer they do not affect the Buyer’s statutory rights.
1.1 In these Conditions:
“Buyer” means the person, firm or company who offers to purchase the Goods from the Company by completing the online order form on Outracking Ltd’s website;
“Conditions” means the standard terms and conditions of sale set out on the Outracking Ltd’s website as the same may be varied in accordance therewith and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Outracking Ltd.
“Contract” means any contract between Outracking Ltd and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
“Delivery Point” means the place where delivery of the Goods is to take place under condition 6;
“Goods” means any goods agreed in the Contract to be supplied to the Buyer by Outracking Ltd (including any parts of them); and
“Writing” includes e-mail, facsimile transmission and comparable means of communication.
1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time and includes any subordinate legislation for the time being in force made under it.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 A reference to one gender includes a reference to the other gender and words in the singular include the plural and vice versa.
- BASIS OF SALE/Job
2.1 Outracking Ltd shall sell and the Buyer shall buy the Goods in accordance with the order of the Buyer as set out in the completed online order form which is accepted by Outracking Ltd subject to these Conditions. The Contract shall 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). No alteration or substitution of these Conditions and no representations about the Goods shall be valid unless agreed in writing and signed by Outracking Ltd.
2.2 The submission by the Buyer of a completed online order form constitutes an offer by the Buyer to purchase the Goods specified therein. A contract is formed between the parties only when Outracking Ltd notifies the Buyer by email that the Buyer’s order has been accepted or, if earlier, Outracking Ltd delivers the Goods to the Buyer. Outracking Ltd has no obligation to accept any offer so made.
2.3 Orders will not be accepted until Outracking Ltd receives authorisation of the Buyer’s credit card payment.
2.4 Outracking Ltd reserves the right not to accept orders from the Buyer if the Buyer’s address is outside the United Kingdom.
2.5 Outracking Ltd reserves the right to charge an administration fee if the Buyer cancels or varies its order once it has been accepted and the Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 Outracking Ltds employees and/or agents are not authorised to make any representations concerning the Company’s Goods. In entering into the contract the Buyer acknowledges that it does not rely on any representations made or given by or on behalf of Outracking Ltd other than those in these conditions.
2.7 Any typographical, clerical or other error or omission on the website or in any of the Outracking Ltds catalogues, advertisements, quotations, price lists, acceptances of offer, invoices or other document or information issued by the Company (“Sales Literature”) may be corrected without any liability on the Company’s part.
2.8 Phone calls to or from Outracking Ltd may be monitored for training purposes.
3.1 Outracking Ltd reserves the right to withdraw the Company’s acceptance of the Buyer/clients order if any Goods are not readily available to Outracking Ltd and to refund in full any payment the Buyer/client has made for them.
3.2 Other Goods ordered by the Buyer will be dispatched in the normal way.
4.1 The quantity of the Goods shall be as set out in the completed online order form and the quality and description of the Goods shall be those set out Outracking Ltd’s website.
4.2 All samples, drawings, descriptive matter, specifications and advertising issued by Outracking Ltd and any descriptions or illustrations contained on the website or in the catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
- Price of the Goods and Payment
5.1 The price for the Goods shall be the price set out on Outracking Ltds website.
5.2 Unless specifically stated by the on it’s website the price of the Goods is exclusive of value added tax or similar tax (if applicable), packing, loading, unloading, postage, carriage and insurance costs, all of which amounts the Buyer shall pay when it is due to pay for the Goods and which shall be as set out in the Outracking Ltd’s online order form or notified to the Buyer at the time of the Buyer’s order. Carriage costs will normally be charged at 11% of the value of Goods ordered but subject to a minimum charge of £11 for all orders.
5.3 The Buyer must request a separate quotation for deliveries outside of the mainland United Kingdom and the north of Scotland.
5.4 All payments must be in pounds sterling.
5.5 Time for payment shall be of the essence and no payment shall be deemed to have been received until Outracking Ltd has received cleared funds.
5.6 All payments payable to Outracking Ltd under the Contract shall become due immediately on its termination despite any other provision.
5.7 The Buyer shall make all payments due under the Contract in full 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.
5.8 If the Buyer fails to pay Outracking Ltd any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Outracking Ltd on such sum from the due date for payment at the annual rate of 3 per cent above the base lending rate from time to time of Barclays Bank accruing on a daily basis until payment is made, whether before or after any judgment.
6.1 The Goods will be delivered to the address entered by the Buyer on the online order form and will normally be dispatched within 5 working days of the Buyer’s order being accepted, unless Outracking Ltd states otherwise.
6.2 Time for delivery shall not be of the essence.
6.3 If Outracking Ltd fails to despatch the Goods within 30 days of accepting the Buyer’s order (or such other period the Company has notified to the Buyer), Outracking Ltd shall refund in full the Buyer’s payment in respect of such Goods. Goods may also be made available for collection at Outracking Ltds premises if agreed with the Buyer.
6.4 If the Buyer fails to take delivery of the Goods or Outracking Ltd is unable to deliver the Goods on time because the Buyer has failed to provide adequate delivery instructions, documents, licences or authorisations at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Outracking Ltds fault) then, without prejudice to any other right or remedy available to Outracking Ltd:
6.4.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by Outracking Ltds negligence);
6.4.2 the Goods shall be deemed to have been delivered; and
6.4.3 Outracking Ltd may:
188.8.131.52. store the Goods until actual delivery and charge the Buyer for the reasonable costs including, without limitation, insurance and storage; or
184.108.40.206. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.
6.5 The Buyer shall provide at the Delivery Point and at its expense, adequate and appropriate equipment and manual labour for taking delivery of the Goods.
6.6 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract. Failure by Outracking Ltd to deliver any instalment in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat any other Contract or instalment as repudiated or cancelled as a whole.
6.7 The quantity of any consignment of Goods as recorded by Outracking Ltd upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
6.8 Any liability of Outracking Ltd for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time of issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.9 Subject to the other provisions of these Conditions, Outracking Ltd shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Outracking Ltds negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
- Risk and Ownership
7.1 Risk of damage to, or loss of, the Goods shall pass to the Buyer at the time the Goods leave Outracking Ltd’s premises if the Goods are collected from such premises, or, if Outracking Ltd arranges the delivery of the Goods, at the time the Goods are delivered to the Buyer. Title in the Goods shall pass at the time that the Goods are delivered to the Buyer.
- Consumer Sales
8.1 In the event the Buyer is entering into this contract outside a business the provisions of this condition shall apply and prevail over any other terms and conditions but:
8.1.1 the Buyer’s statutory rights including but not limited to those contained within the Sale of Goods Act 1979 (as amended) and the Sale and Supply of Goods and Services Act 1994, shall not be affected by the restrictions and limitations set out in these Conditions; and
8.1.2 the restrictions and limitations contained in condition 9.4 shall not apply.
8.2 In the event that the Buyer is entering into this Contract outside a business the Buyer shall for a period of 7 days following delivery of the Goods, have the right to cancel the contract by sending written notice of cancellation to Outracking Ltd either at the e-mail, fax or postal address set out at the end of these Conditions or by telephone to the telephone number set out on the website (and Outracking Ltd reserves the right to record all such calls).
8.3 In the event the Buyer cancels the Contract under condition 8.2 above:
8.3.1 the Buyer shall be responsible for paying all reasonable costs and expenses incurred in the Goods being delivered and returned to Outracking Ltd; and
8.3.2 Outracking Ltd shall reimburse any sum paid by the Buyer within 30 days of the notice of cancellation being given, subject to Outracking Ltd receiving the goods back unused and in undamaged condition within a reasonable time.
- Warranties and Liabilities
9.1 Outracking Ltd warrants that, at the time of delivery, the Goods will, subject as hereinafter provided, be free from defects in materials and workmanship and be of satisfactory quality (within the meaning of the Sale and Supply of Goods Act 1994). There may, however, be minor variations between the Goods as shown or described on the Company’s website and those dispatched to the Buyer (but the goods dispatched will always be of a comparable or superior quality).
9.2 The Goods (unless the Company notifies the Buyer otherwise) have been manufactured by a quality assured source and subjected to quality system requirements in accordance with the conditions of the Company’s stockist registration to BS EN ISO 9001:2008
9.3 Any claim by the Buyer that the Goods fail to correspond with the description on the Company’s website or that they are defective or not of satisfactory quality, must be notified to the Company in Writing within 7 days from the date of delivery or, where this was not apparent on reasonable inspection, within 7 days after discovery or 30 days after despatch by the Company, whichever is the earlier. If the Buyer does not notify the Company accordingly the Company shall have no liability for such failure or defect.
9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.1 if:
9.4.1 the Buyer makes any further use of such Goods after giving such notice; or
9.4.2 the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
9.4.3 the Buyer alters or repairs such Goods without the written consent of the Company.
9.5 If the Buyer makes a valid claim under condition 9.3, the Company shall replace the Goods in question free of charge or, at the Company’s sole discretion, refund in full the payment made in respect of such Goods, but the Company shall have no further liability for such failure or defect. Such replacement or refund is conditional upon the Goods in question having been returned to the Company.
10.1 Outracking Ltd shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Outracking Ltd’s instruction (whether oral or in Writing), misuse or alteration or repair of the Goods without Outracking Ltd’s approval.
10.2 Outracking Ltd shall be under no liability under any warranty, condition or guarantee (if any) if the total price for the Goods has not been paid by the due date for payment.
10.3 Outracking Ltd shall not be liable in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
10.4 Except in the case of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under these Conditions, for any special, indirect or consequential damage.
10.5 Subject as expressly provided in these Conditions, and except where the Goods are sold to the Buyer contracting as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6 In no circumstances shall the Company’s liability to the Buyer exceed the invoice value of the Goods.
10.7 Outracking Ltd shall not be liable for a situation of force majeure where any failure in the performance of any of the Company’s obligations is caused by factors outside the Company’s control and the Company 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 the Company. Such events of force majeure include, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
10.8 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence; or under section 2(3) of the Consumer Protection Act 1987; or for any matter which it would be illegal for the Company to be excluded or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
10.9 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
The terms and conditions of this clause apply where the Company is contracting with the Buyer to install ordered goods at the Buyer’s premises.
11.1 Unless otherwise stated in writing the Company contracts on the basis that the Buyer will ensure that:
11.1.1 the relevant site is accessible, clear, level and dry in readiness for the arrival of the Company’s installers;
11.1.2 a suitable electricity supply is available for light and power tools;
11.1.3 sufficient working space has been allocated to ensure maximum output and sufficient storage space is provided free of charge for the Company’s immediate use on or adjacent to the site for plant and all materials and that where applicable all materials are on site for the arrival of the Company’s installers;
11.1.4 the Company’s employees and/or agents are given every facility to complete the work without undue hindrance;
11.1.5 where dust is prevalent the Company is not responsible for the washing or wiping down of the ordered goods; and
11.1.6 there is sufficient labour available to off-load the delivery vehicle without delay.
11.2 Outracking Ltd reserves the right to make additional charges should these terms and conditions not be adhered to and such charges shall include (although not by way of limitation) loss of profit and/or damages for delay, inconvenience, increased labour and/or transport costs.
11.3 Where other contractors are also involved it is a condition of any contract between the parties that the other contractors’ programmes will be such as to permit the Company’s work to be carried out with expedition and continuity at the site. Should it be subject to delays or a requirement to make a return visit to the site, this will involve additional charges which will be invoiced to the Buyer by the Company.
11.4 The Buyer shall obtain all necessary consents, licences and approvals for the installation or erection of the ordered goods. The Buyer shall indemnify the Company for any costs or expenses incurred by the Company due to the Buyer’s failure to obtain such consent, licences or approvals.
- Onward Sale Indemnity
12.1 The Buyer agrees not to offer the Goods for resale either within or outside the United Kingdom unless agreed in writing by Outracking Ltd.
12.2 The Buyer shall indemnify Outracking Ltd in full for all losses, damages, costs and expenses which they may suffer or incur if the Buyer breaches this term.
- NO ASSIGNMENT
13.1 The Contract is personal to the Buyer and the Buyer shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
13.2 Outracking Ltd may assign the Contract or any part of it to any person, firm or company.
14.1 Outracking Ltd reserves the right to vary these Conditions at any time but the terms and conditions which apply to the Contract between the parties shall be those in force at the time Outracking Ltd accepts the Buyer’s order.
- Third Party Rights
15.1 In respect to any contract entered into between Outracking Ltd and the Buyer, no other party shall have the right under the Contract (Rights of Third Parties) Act 1990 to enforce any term of the Contract.
16.1 Any communication between the parties shall be by e-mail, fax or first class post to Outracking Ltds current e-mail, fax or postal address and to the Buyer’s e-mail, fax or postal address which the Buyer has notified to Outracking Ltd.
16.2 Communications shall be deemed to have been received: (a) if sent by pre-paid first class post, two business days after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery; or (c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day
- DATA PROTECTION
17.1 Outracking Ltd is compliant with the Data Protection Act 2018.
17.2 Outracking Ltd may collect information including your name, postal address, e-mail address, telephone number, banking details, Products and or Services obtained, quantity of Products purchased and such other relevant information which it deems necessary to process your order and or provide maintenance and support services.
17.3 Outracking Ltd may from time to time provide you with related information from third parties which it thinks may be of interest to you.
18.1 Failure or delay by Outracking Ltd in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
18.2 No waiver by Outracking Ltd of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision and shall in no way affect the other terms of the Contract.
19.1 If any provision of these Conditions is held by any court, tribunal or administrative body of any competent jurisdiction to be illegal, invalid, void, voidable, unreasonable or unenforceable in whole or in part, it shall to the extent of such illegality, invalidity, voidness, voidability, unreasonableness or unenforceability be deemed severable and the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
20.1 The contract formed by Outracking Ltds acceptance of the Buyer’s order shall be governed by the laws of England.
20.2 The Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.