Terms and Conditions

Last Updated: 02/10/2023

Definitions

“Company” means Tecna UK. Also referred to as “us”, “we” and “our” within this document.

“Consumer” means a person trading as an individual or a Sole Trader. Also referred to as “you” and “your” within this document.

“Business Customer” means a person acting for or on behalf of a Limited Company, Limited Liability Partnership, or a person of high net worth. Also referred to as “you”, “your” and “your business” within this document.

“Contract” covers the business transaction that has been entered into by both parties upon receipt of payment or a PO.

Terms and Conditions

1. Sale, Rental and Services

1.1 Tecna UK enters into Contracts with customers to sell products, rent products, or provide services. Contracts can contain a combination of any/all of these options.

1.2 Please note that your rights and Tecna UK’s obligations vary slightly depending on whether we are selling products, renting products, or providing services.

2. Business Customers & Consumers

2.1 Some of these terms apply to consumers only; some apply to business customers only. Those terms are marked as such.

2.2 All other terms apply to all customers.

2.3 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.

2.4 If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer which are not affected by these terms. Contact your local trading standards office for more information.

3. Price

3.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.

3.2 Our quotations lapse after 30 days (unless otherwise stated).

3.3 The price quoted excludes delivery (unless otherwise stated).

3.4 Business customers: rates of tax and duties on the goods will be those applying at the time of delivery.

3.5 Business customers: at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods. In these instances we shall provide written notice of price increases within 24 hours of our costs increasing.

4. Delivery

4.1 All delivery times quoted are estimates only.

4.2 If we fail to deliver within a reasonable time, you may (by informing us via email to the relevant party) cancel the contract, however:

4.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and

4.2.2 if you cancel the contract, you can have no further claim against us under that contract.

4.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

4.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract. In an instance where certain instalments are delivered on time and others are not delivered within a reasonable time, only the late instalments can be cancelled.

4.5 We may decline to deliver if:

4.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so;

or

4.5.2 the premises (or the access to them) are unsuitable for our vehicle.

5. Risk

5.1 The goods are at your risk from the time of delivery.

5.2 Delivery takes place either;

5.2.1 at our premises (if you are collecting them or arranging carriage); or

5.2.2 at your premises or address specified by you (if we are arranging carriage).

5.3 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within two days of delivery. You must give us (and any carrier) a fair chance to inspect the damaged goods.

6. Payment terms

6.1 You are to pay us in cleared funds prior to us commencing work/fabrication, unless you have an approved credit account.

6.2 Business customers: If you have an approved credit account, payment is due no later than 30 days after the end of the month invoiced, unless otherwise agreed in writing.

6.3 If you fail to pay us in full on the due date we may:

6.3.1 suspend or cancel future deliveries;

6.3.2 cancel any discount offered to you;

6.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998; a. calculated (on a daily basis) from the date of our invoice until payment; b. compounded on the first day of each month; and c. before and after any judgment (unless a court orders otherwise);

6.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and

6.3.5 recover (under clause 6.8) the cost of taking legal action to make you pay.

6.4 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.

6.5 Business Customers: you do not have the right to set off any money you may claim from us against anything you may owe us.

6.6 Consumers: you may only set off money you claim from us against money you owe us with our written agreement and on such terms as we may state.

6.7 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).

6.8 You agree to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.

6.9 Consumers: clause 6.8 means that you are liable to us for losses we incur because you do not comply with these terms. We may claim those losses from you at any time and if we have to take legal action we will ask the court to make you pay our legal costs.

7. Retention of Title

7.1 Consumers: your statutory rights are unaffected.

7.2 Business customers: until you pay all debts you may owe us:

7.2.1 all goods supplied by us remain our property;

7.2.2 you must store them so that they are clearly identifiable as our property;

7.2.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;

7.2.4 you may use those goods and sell them in the ordinary course of your business, but not if: a. we revoke that right (by informing you in writing); or b. you become insolvent.

7.3 Business customers: you must inform us (in writing) immediately if you become insolvent.

7.4 Business customers: if your right to use and sell the goods ends you must allow us to remove the goods.

7.5 Business customers: we have your permission to enter any premises where the good may be stored:

7.5.1 at any time, to inspect them; and

7.5.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

7.6 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date. Without prejudice to our right to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any costs incurred with lawyers or debt collection agencies. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debt (Interest) Act 1998.

7.7 You are not our agent. You have no authority to make any contract on our behalf or in our name.

8. Warranties

8.1 We warrant that the goods:

8.1.1 comply with their description on either our delivery note or acknowledgement of order form; and

8.1.2 are free from material defect at the time of dispatch. All warranty claims should comply with clause 8.4.

8.2 Business customers: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

8.3 Consumers: the warranty in clause 7.1 is in addition to your statutory rights.

8.4 If you believe that we have delivered goods that are defective in material or workmanship, you must:

8.4.1 inform us (in writing) with full details as soon as possible, and

8.4.2 allow us to investigate (we may need access to your premises and product samples).

8.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 8.4) in full, we will (at our discretion) replace the goods or refund the price.

8.6 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only):

8.6.1 direct financial loss, loss of profits or loss of use; and

8.6.2 indirect or consequential loss

8.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to two million pounds or such amount of Insurance that we may carry from time to time.

8.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.

9. Specification

9.1 If we prepare the goods in accordance with your specifications or instructions (for tooling or otherwise) you must ensure that:

9.1.1 the specifications or instructions are accurate;

9.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and

9.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.

9.2 Business Customers: We reserve the right;

9.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and

9.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.

9.3 Any financial contribution you make towards tooling is only a contribution. You retain no rights, intellectual property rights or otherwise in the tool. Even if the tool is created specifically for your needs you do not hold or retain any rights in the property.

9.4 We make every effort to ensure accuracy of advice, recommendations and representations but we cannot accept any liability for any loss or damage that arises out of the information we may supply.

10. Return of goods

10.1 We will accept the return of goods from you only:

10.1.1 by prior arrangement (confirmed in writing);

10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered) and

10.1.3 where the goods are as fit for sale on their return as they were on delivery.

11. Export terms

11.1 Clause 11 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.

11.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.

11.3 Unless otherwise agreed, the goods are supplied ex-works our place of manufacture.

11.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.

11.5 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).

12. Cancellation

12.1 You may not cancel the order unless we agree in writing (and clauses 4.2.2 and 12.2 then apply).

12.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.

12.3 We may suspend or cancel the order, by written notice if:

12.3.1 you fail to pay us any money when due (under the order or otherwise);

12.3.2 you become insolvent;

12.3.3 you fail to honour your obligations under these terms.

13. Waiver and variations

13.1 Any waiver or variation of these terms is binding in honour only unless:

13.1.1 made (or recorded) in writing;

13.1.2 signed on behalf of each party; and

13.1.3 expressly stating an intention to vary these terms in writing.

13.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.

14. Force majeure - business customers only

14.1 If either party is unable to perform their obligations (or able to perform them only at unreasonable cost) because of circumstances beyond their control, either party may cancel or suspend any of their obligations to the other party, without liability.

14.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.

15. Rental Terms

15.1 If applicable, terms within Clauses 15 will supersede other terms outside of these clauses.

15.2 The standard Rental Period of any rented item is 2 weeks.

15.3 For rented items supplied for a specified event that Tecna UK is providing install/dismantle services for, the Rental Period starts once the build has been completed, and ends once Tecna UK collects the items from the event.

15.4 You agree to treat all rented equipment with good care and to keep it in as good a condition as it was at the start of the rental period.

15.5 You agree to pay for any repair/replacement costs if any damage/loss occurs (outside of natural wear and tear).

15.6 You agree to check the complete and proper working condition of all rented equipment immediately upon receipt. Complaints and/or appeals for missing/ broken items can only be made immediately after receipt.

15.7 You agree to indemnify Tecna UK against;

15.7.1 Any loss or damage to the rented equipment limited against the replacement value

15.7.2 Any death, injury or damage to any person or property arising directly or indirectly from the user of the rented equipment

15.7.3 Any loss or liability incurred resulting from the possession, use or operation of the rented equipment

15.7.4 Any liability which you may incur under any legislation by reason of the use of the rented equipment for any other purpose other than as stated by Tecna UK.

15.7.5 Any claim affecting Tecna UK’s interest or title to the rented equipment, and any action taken to protect such interest and title

15.7.6 Any breach of these terms including any failure to adequately insure the rented equipment, capped at replacement value.

16. Storage

16.1 Tecna UK offers a minimum storage duration of 3 months. The storage period must be agreed to and payment made before storage commences.

16.2 The storage period will automatically renew and Tecna UK will invoice you, unless cancelled 30 days before the end date.

16.3 If payment isn’t received or if there is no response to communications within 5 working days following the expiration of a previous period, Tecna UK reserves the right to dispose of any and all items at their discretion.

16.4 Costs and storage availability will be reviewed at the end of the agreed period, and/or when circumstances, quantity or volume of items in storage change.

16.5 Costs are calculated per calendar month based on item size.

16.6 Items must be supplied to Tecna UK in suitable packaging. If any items require Tecna UK to provide additional packaging, this may incur a fee.

16.7 Accurate measurements and descriptions must be given of all items prior to delivery to Tecna UK. Any inaccurate measurements and/or descriptions may incur a fee.

16.8 Tecna UK reserves the right to hold any goods until any outstanding balances have been paid.

16.9 Tecna UK reserves the right to decline any items deemed unsafe to store and handle. This includes but is not limited to hazardous substances or flammable materials.

17. Please notify Tecna UK of any item with an individual value of £2,000.00 or more. Failure to do so may incur a fee.

17.1 Tecna UK will not be held responsible for any items in its care that Tecna UK did not originally supply, or that were not inventory-checked by Tecna UK prior to going into storage.

17.2 We are only able to guarantee stored graphics, supplied by Tecna UK, for a period of one year from production, and only when they have been handled exclusively by Tecna UK. This does not cover general wear and tear from normal use.

17.3 Tecna UK requires a minimum of 5 working days written notice to add to, or access, any items held in storage.

17.4 All items must be approved prior to arrival at Tecna UK and must be labelled with a brief overview of contents, and packaged adequate for long-term storage.

18. General

18.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.

18.2 If you are more than one person, each of you is liable for all of your obligations under these terms (joint and several liability).

18.3 We may treat you as insolvent if:

18.3.1 you are unable to pay your debts as they fall due; or

18.3.2 you (or any item of your property) becomes the subject of:

a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);

b. any application or proposal for any formal insolvency procedure; or

c. any application, procedure or proposal overseas with similar effect or purpose.

18.4 Business customers: all brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.

18.5 Business customers: any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.

18.6 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.

18.7 The only statements upon which you may rely in making the contract with us are those made in writing by someone who is (or whom you reasonably believe to be) our authorised representative and either:

18.7.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or

18.7.2 which expressly states that you may rely on them when entering into the contract.

18.8 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.