Standard Terms And Conditions For Sale Of Goods 

Of Zener Engineering Services Ltd To Trade Customers

*Note: These terms do not apply to services supplied by Zener Engineering Services Ltd

1 DEFINITIONS

In this document the following words shall have the following meanings:
1.1 "Buyer" means the organisation or person who buys Goods from the Seller;
1.2 "Goods" means the articles or products (Document Templates and Hand Tools) to be supplied to the Buyer by the Seller;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 "Seller" means Zener Engineering Services Limited of Rutherford House, Warrington Road, Birchwood, Warrington, WA3 6ZH, United Kingdom.
1.6 "Template" means a sample document that already has some details in place; which can be adapted (that is added/completed, removed or changed) by the use of suitable software. Templates enable the ability to bypass the initial set-up and configuration time necessary to create standardized documents.
1.7 "Hand Tool" or "Tool" means a tool held in the hand and operated without electricity or other power.
1.8 "Order for Manufacture" means a order placed by the Seller to a third party, for the manufacture of Tools.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 These Terms and Conditions are available on request by email from the Seller or can be viewed online at www.zeneronline.co.uk. The Seller reserves the right to amend the Terms and Conditions from time to time without directly notifying previous Buyers.
2.3 Acceptance of sales order confirmation or pro forma invoice of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Terms and Conditions.

3 PRODUCT INFORMATION

3.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
3.2 It is understood by the Buyer that a Template is not a finished product and requires further development by the Buyer. The Seller is under no obligation to help the Buyer further develop the template products sold.
3.3 The Seller reserves the right to alter prices or withdraw and modify products from time to time without directly notifying previous Buyers.
3.4 It is the responsibility of the Buyer to check the suitability of the product before purchasing.

4 PRICE AND PAYMENT

4.1 The price shall be that in the Seller's current Trade List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs.
4.2 All Templates are supplied electronically via email.
4.3 Payment of the price and VAT and any other applicable costs shall be made before delivery in all cases.

5 SAMPLE

5.1 Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample.

6 DELIVERY

6.1 Unless otherwise agreed in writing, delivery of the Templates shall take place to the email address specified by the Buyer within the timescale specified by the Seller, generally within 14 days of receipt of full payment.
6.2 Unless otherwise agreed in writing, delivery of the Tools shall take place to the postal address specified by the Buyer within the timescale specified by the Seller, subject to the manufacturing process and any potential delays.
6.3 The delivery period specified by the Seller is an estimate only and shall not be of the essence of the contract.
6.4 The Seller shall use its reasonable endeavours to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
6.5 If the Seller is unable to commence delivery of the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected.
6.6 If the Seller is unable to complete delivery to the Buyer whilst the Goods are in transit for reasons beyond its control, then the Buyer shall be liable for any wasted delivery expenses incurred by the Seller.

7 RISK

7.1 Risk in the Templates shall pass to the Buyer at the moment the Templates are dispatched from the Seller's premises electronically.
7.2 Risk in the Tools shall pass to the Buyer at the moment the Goods are delivered to the postal address of the Buyer.

8 TITLE

8.1 Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

9 CANCELLATION AND RETURNS

Templates

9.1 Before electronic dispatch of the Templates by the Seller to the Buyer, the Buyer is able to cancel the order for Templates and receive a full refund.
9.2 Due to the nature of the Templates, after electronic dispatch of the Templates by the Seller to the Buyer, the Buyer is NOT able to cancel the order for Templates and will NOT receive any refund in any circumstances whatsoever.
9.3 The Buyer shall inspect the Templates immediately upon receipt and shall notify the Seller within 24 hours of delivery if the Templates are transit damaged. Templates that are defective or do not comply with any part of the Contract, must be reported to the Seller within 7 days of delivery.
9.4 Where a claim of defect or damage is made and upheld by the Seller, then it shall be the responsibility of the Seller to electronically send a replacement.
9.5 Due to the nature of the Templates, Templates can NOT be returned for a refund in any circumstances.

Tools

9.6 Before an Order for Manufacture of the Tools is placed by the Seller to the third party manufacturer, the Buyer is able to cancel the order for Tools and receive a full refund.
9.7 Once an Order for Manufacture of the Tools has been placed by the Seller, due to the bespoke nature of the Tools, the Buyer is able to cancel the order for Tools and receive a 50% refund.
9.8 The Buyer shall inspect the Tools immediately upon receipt and shall notify the Seller within 24 hours of delivery if the Tools are transit damaged. Tools that are defective or do not comply with any part of the Contract, must be reported to the Seller within 7 days of delivery.
9.9 Where a claim of defect or damage is made and upheld by the Seller, then it shall be the responsibility of the Seller to send a replacement.

10 WARRANTY

Templates
10.1 Where the Templates have been manufactured by the Seller and are found to be defective by the Buyer and the defects are upheld by the Seller, at its sole discretion the Seller shall repair, or replace, the defective Templates free of charge within 3 months from the date of delivery, subject to the following conditions:

• 10.1.1 the Buyer notifies the Seller in writing immediately upon the defect becoming apparent;
  
• 10.1.2 the defect is due to the faulty design or workmanship of the Seller.
  

10.2 Where the Templates have been manufactured by the Seller and supplied to the Buyer in good faith, any warranty granted to the Buyer by the Seller in respect of the Templates shall not be passed on to any third party.

Tools
10.3 Where the Tools have been manufactured by a third party manufacturer and supplied by the Seller in good faith, and are found to be defective by the Buyer and the defects are upheld by the Seller, at its sole discretion the Seller shall repair, or replace, defective Tools free of charge within 3 months from the date of delivery, subject to the following conditions:

• 10.3.1 the Buyer notifies the Seller in writing immediately upon the defect becoming apparent;
  
• 10.3.2 the defect is due to the faulty design or workmanship of the Manufacturer.
• 10.3.3 the Tools have not been subject to unreasonable wear and tear.
• 10.3.4 the Tools have been used by trained and competent personnel of the Buyer at all times.
  

10.4 Where the Tools have been manufactured by a third party and supplied by the Seller to the Buyer in good faith, any warranty granted to the Buyer by the Seller in respect of the Tools shall not be passed on to any third party.

Templates and Tools
10.5 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer's expense, if so requested by the Seller.
10.6 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
10.7 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 9 and 10.

11 LIABILITY

11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of the sale contract where such representations were made or given in relation to:

• 11.1.1 the correspondence of the Goods with any description;
  
• 11.1.2 the quality of the Goods; or
  
• 11.1.3 the fitness of the Goods for any purpose whatsoever.
  

11.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

• 11.2.1 the correspondence of the Goods with any description;
  
• 11.2.2 the quality of the Goods; or
  
• 11.2.3 the fitness of the Goods for any purpose whatsoever.
  

11.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

12 LIMITATION OF LIABILITY 

12.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

12.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.

13 FORCE MAJEURE

13.1 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

14 RELATIONSHIP OF PARTIES

14.1 Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

15 ASSIGNMENT AND SUB-CONTRACTING

15.1 The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

16 WAIVER

16.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

17 SEVERABILITY

17.1 If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

18 INTELLECTUAL PROPERTY AND RIGHT TO USE IT

18.1 The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Seller's literature and websites shall remain at all times vested in the Seller.
18.2 The Buyer is permitted to develop further purchased document Templates. 

19 WEBSITE USE AND LINKS

19.1 Access to and use of the Sellers websites are subject to these Terms and Conditions. The Buyer agrees that use of these website services is entirely at the risk of the Buyer.
19.2 By using the Sellers websites the Buyer agrees not to attempt to undermine the web site's functionality and integrity.
19.3 The Sellers websites may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites by the Seller. All Buyers acknowledge and agree that the Seller is not responsible for the content or availability of any such sites.

20 GOVERNING LAW AND JURISDICTION

20.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

Updated 05 Feb 2022

Zener Engineering Services Ltd