PASS (www.tester.co.uk) Terms and Conditions
Effective from 5th October 2015 - Version 5
The “Seller” PASS (Portable Appliance Safety Services) Ltd Company Number 04457106 registered in England hereafter referred to as PASS Ltd. Head Office: 1 Wilson Street, Thornaby, Stockton On Tees, TS17 7AR
"Buyer" means the person, firm or company who accepts PASS Ltd.’s quotation for the sale of the Goods or whose order for the Goods is accepted by PASS Ltd;
“Consumer” means any human who is acting for purposes which are outside his business, trade or profession.
"Contract" means the contract for the sale and purchase of the Goods;
"Goods" means the goods (including any instalment of the goods or any parts for them) which PASS Ltd is to supply in accordance with these Terms;
"Terms" means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed between the Buyer and PASS Ltd;
"Working day" means Monday to Friday excluding Bank Holidays and Public Holidays and the period between Christmas Day and New Year's Day;
"Writing" and any similar expression, includes fax, email or in writing.
2. Basis of the Sale
PASS Ltd shall sell and the Buyer shall purchase the Goods in accordance with these Terms, which shall govern the Contract to the exclusion of any other terms save those specifically agreed in Writing by both parties. No variation to these Terms whether verbal or written on such documents as a purchase order shall be binding unless specifically agreed in Writing by PASS Ltd. No representations concerning the Goods are binding unless confirmed in Writing by PASS Ltd but nothing in these Terms affects the liability of either party for fraudulent misrepresentation. Any advice or recommendation given by PASS Ltd as to the storage, application or use of the Goods which is not confirmed in Writing by PASS Ltd is followed or acted on entirely at the Buyer's own risk, and PASS Ltd shall not be liable for any such advice or recommendation which is not so confirmed. Any typographical, clerical or other error or omission in any sales literature, website, quotation, invoice or other document or information issued by PASS Ltd shall be subject to correction without any liability on the part of PASS Ltd. Where specific makes are mentioned in connection with replacement parts it is not implied that PASS Ltd has any association with the original maker. No part of any PASS Ltd publication may be reproduced, stored or transmitted in any form or by any means without the written approval of PASS Ltd. It is acknowledged that all trademarks and trade names mentioned in any PASS Ltd publication or on the PASS Ltd websites other than those owned by PASS Ltd are the property of their respective companies/owners.
When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order and containing the terms and conditions of sale. A contract between us will not be formed until your payment has been accepted by us and we have debited your credit or debit card or we have received and accepted an official purchase order. This will form the terms of your acceptance of the contract.
No order submitted by the Buyer shall be deemed to be accepted by PASS Ltd unless and until confirmed by PASS Ltd which confirmation shall set out the quantity, quality and description of the Goods and any special terms relating to the Contract. The Buyer shall be responsible to PASS Ltd for ensuring the accuracy of any order submitted. Orders received and accepted by PASS Ltd before 3:30pm on a Working Day will be dispatched on the same Working Day, subject to stock availability. Orders received after 3:30pm on a Working Day will be dispatched the following Working Day, subject to stock availability. The Buyer's telephone calls may be recorded for training purposes and PASS Ltd may refuse to trade with any Buyer at its sole discretion.
4. Returns Policy
(1) the Buyer is a consumer purchasing the Goods online or over the telephone for their own private use the Buyer shall have the right (pursuant to The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013) to return the Goods to PASS Ltd at its own cost for a full refund for any reason within 14 days from the date of delivery of the Goods
(2) where the Buyer is acting in the course of a business or where the buyer is purchasing goods to use in connection with a business or where the buyer collects in person from any of PASS Ltd.’s premises or the goods are delivered by PASS Ltd employee’s to the buyers premises the Buyer shall have the right to return the Goods to PASS Ltd provided that the Buyer shall have first obtained PASS Ltd.’s prior consent in writing to return the Goods (such consent being entirely at the discretion of PASS Ltd).
PROVIDED THAT in each case:
(a) the Buyer shall have contacted PASS Ltd in writing within 14 days of the date of delivery of the Goods and requested an RMA number;
(b) the Goods are clearly marked with the 'RMA Number’ that the Buyer will be sent by PASS Ltd upon submission of the ‘Form';
(c) the Goods are returned via a postal/carrier service at the buyers cost that requires a signature upon delivery and signature is obtained from an authorised personnel at PASS Ltd and the RMA number is clearly written on the outside of the packaging;
(d) the Goods are in a saleable condition and complete with all manuals, components and undamaged and original packaging and intact.
(e) the goods are not Software and media products if they’ve been opened such as software and CD/DVD-based products or where an unlock code has been supplied in a readable format. (Please note: It is the buyer’s responsibility to check software compatibility)
(f) the goods have not been special ordered or have time sensitive gas detection cells.
(g) the goods are not non-catalogue products, specially manufactured products. In addition we will not accept returned ESD sensitive devices where the integrity of the shielding packaging has been opened.
(h) the goods are not non-returnable service items such as calibration,
(i) the goods are not non-returnable user consumables such as opened leads and batteries
(1) the Buyer is a consumer and the 14 day period referred to above has expired
(2) where the Buyer is acting in the course of a business, or where the goods are to be used in connection with a business or has collected the goods in person or had them delivered to their premises in person by a PASS Ltd employee
the acceptance of returned Goods shall be at the complete discretion of PASS Ltd and in the event that PASS Ltd does decide to accept the return of Goods a handling and restocking charge of either £10.00 or 20% of the value of the relevant invoice (whichever is the greater) shall be deducted from any sum returned / re-credited to the Buyer in respect of:
(i) Goods returned due to a fault alleged by the Buyer but where no fault is found by PASS Ltd or the manufacturer; (Where goods are returned by the buyer and subsequently no fault is found then any costs incurred will be charged to the buyer.) and (ii) Goods returned due to a mistake on behalf of the Buyer.
5. Faulty Goods
We will accept returns of faulty goods from consumers notified to us in writing within 14 days of delivery, subject to the terms above. Once out of this 14 day period we will offer a speedy repair or replacement service.
6. Return of Kits / Bundles / Free Items and Special Packages
Where the buyer purchases a bundle or kit offer we will not accept a refund of any single component within the bundle. The complete bundle must be returned in an immediately resalable condition as above.
Any products or services within the bundle which are excluded from refund as stated above will be dealt with as stated.
All Free items must be returned with the goods as part of the package or paid for in full.
7. Goods sent to PASS Ltd By Buyer
PASS Ltd accepts no responsibility for any loss of or damage to products in transit from Buyer to PASS Ltd or for any items received by PASS Ltd.
Refunds will only be processed back using the method in which they were first made.
9. Price of the goods
The price of the Goods shall be PASS Ltd.’s quoted price or, failing which, the price listed on the PASS Ltd website at the date of acceptance of the order. PASS Ltd reserves the right to vary its advertised prices at any time.
PASS Ltd offers services in respect of products including calibration, repair and software programming as well as firmware updates.
The special conditions which apply to repairs, calibration and software updates are:
Repairs: Repaired components and parts will be warrantied for 3 months. Where an instrument is returned with a different fault this will be treat as a new case. This warranty is void where it is deemed to have been caused by misuse or accidental damage to the equipment.
We offer a standard calibration service and a specific point calibration service. In both cases we will check the product against the manufacturer’s specification and calibrate the instruments over the manufacturers specified range.
(i) Standard Calibration Service:
unless specified by the buyer, we will calibrate the instrument using a minimum of 3 calibration points per range over the range of the instrument using working standards which are periodically verified and which are traceable to National Standards.
(ii) Specific Point and UKAS Calibration
upon request of the customer we will calibrate the instrument to the buyers specific multipoint requirements. We also work in conjunction with approved sub contract laboratories to provide other UKAS calibration services. Where a sub contract calibration service is used the buyer will be informed.
Software and Firmware Updates:
We will endeavour to retain any data where possible but we do not accept liability for any loss of data relating to a software update or repair to an instrument due to it’s very nature.
For credit or debit card orders, payment will be debited to the Buyer's card at point of order of the Goods. For PayPal and Ebay orders, payment will be debited to the Buyer's PayPal account at the point of order of the Goods.
For Purchase Orders payment will be due on the terms agreed.
Save where otherwise agreed delivery of the Goods shall be made by PASS Ltd delivering the Goods to the address supplied by the Buyer. PASS Ltd shall use its reasonable commercial endeavours to ensure that orders for Goods received and accepted by PASS Ltd before 3.30pm are dispatched on the same working day (subject to stock availability) although PASS Ltd shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by PASS Ltd in Writing. Where an item is out of stock at the date of acceptance of the order by PASS Ltd the Goods will be dispatched at a later date with no extra carriage charge. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by PASS Ltd to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. If PASS Ltd fails to deliver the Goods (or any instalment) for any reason other than any cause beyond PASS Ltd.’s reasonable control or the Buyer's fault, and PASS Ltd is accordingly liable to the Buyer, PASS Ltd.’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. In the event of non-delivery of the Goods the Buyer must advise PASS Ltd of such non-delivery in Writing either within 3 working days if the goods were dispatched using a Next Day Delivery option or on the 15th working day if the goods were dispatched using the Royal Mail Second Class Delivery option from the date on which PASS Ltd confirmed its acceptance of the order in Writing. In the event of a short-fall in the Goods the Buyer must advise PASS Ltd of such short-fall in Writing within 3 days of receipt of the delivery of the Goods. If the Goods are received damaged, the receipt should be signed “Damaged” and PASS Ltd should be notified within 24 hours of the delivery of the Goods and failure to comply with this requirement may result in your claim for repair, refund or replacement of the damaged Goods being invalidated. If the Buyer fails to take delivery of the Goods or fails to give PASS Ltd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of PASS Ltd.’s fault) then, without limiting any other right or remedy available to PASS Ltd, PASS Ltd may: (a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or (b) 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.
13. Risk and Property
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when PASS Ltd tenders delivery of the Goods. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until PASS Ltd has received payment in full of the price of the Goods and all other goods for which payment is then due and until such time: (a) the Buyer shall hold the Goods as PASS Ltd.’s fiduciary agent and bailee, and shall keep the Goods separate from all other goods and properly stored, protected and insured and identified as PASS Ltd.’s property (but the Buyer may resell or use the Goods in the ordinary course of its business; and (b) provided the Goods are still in existence and have not been resold, PASS Ltd may at any time require the Buyer to deliver up the Goods to PASS Ltd and, if the Buyer fails to do so forthwith, enter on the Buyer's premises or any third party where the Goods are stored and repossess the Goods. If the risk and property in the Goods has passed to the Buyer and the Goods are subsequently returned to PASS Ltd for whatever reason, the risk in the Goods will not pass back to PASS Ltd until the Goods are signed for by authorised personnel at PASS Ltd.
As a buyer you have a statutory duty of care to ensure that the products are not damaged whilst in your care. If goods are returned damaged, then the buyer will be held liable for the associated costs and damages associated.
14. Warranties and Liability
You will get the benefit of the manufacturer's warranty in respect of all the goods we sell. Please note that we do not provide any warranties ourselves in respect of the goods other than where extended warranties have been purchased or services supplied, and that all other warranties and representations, whether express or implied, by statute, common law or of any other kind are hereby excluded to the maximum extent permitted by law. We may be willing however to supply you an additional top-up warranty to supplement the manufacturer's warranty.
Any extended warranty provided by PASS Ltd is subject to the extended warranty conditions available separately except in respect of death or personal injury caused by PASS Ltd.’s negligence or liability for defective products under the Consumer Protection Act 1987 PASS Ltd shall not be liable to the Buyer by reason of (i) any representation (unless fraudulent), or (ii) any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of PASS Ltd, its employees or agents or otherwise) which arise out of or in connection with the Contract (including any delay or failure to supply the Goods) or use or resale of the Goods by the Buyer and PASS Ltd.’s entire liability under these Terms shall be limited to the lesser of the price for the Goods paid by the Buyer or the sum of £5,000 save as expressly provided in these Terms. Where the Buyer is a private person purchasing the Goods for their own private use these Terms shall not affect the Buyer's statutory rights. PASS Ltd shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of PASS Ltd.’s obligations under the Contract caused by circumstances beyond PASS Ltd.’s reasonable control, including (but without limitation): an “act of God”, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, or civil disturbance.
15. Intellectual Property
If a claim is made against the Buyer that the Goods infringe any third party's intellectual property rights PASS Ltd shall indemnify the Buyer against all loss, damages, costs and expenses incurred by the Buyer in connection with the claim provided that the Buyer shall: (a) give PASS Ltd full control of any proceedings or negotiations in connection with the claim; (b) give PASS Ltd all reasonable assistance for the purposes of such proceedings or negotiations; (c) not (except pursuant to a final award) pay or accept the claim, or compromise any such proceedings without PASS Ltd.’s consent; (d) do nothing which would or might vitiate any policy of insurance or cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do); (e) PASS Ltd shall be entitled to the benefit of, and the Buyer shall accordingly account to PASS Ltd for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and (f) without limiting any common law duty of the Buyer, the Buyer shall take such steps as PASS Ltd may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which PASS Ltd is liable under the indemnity in this clause.
16. Insolvency of Buyer
If the Buyer becomes bankrupt then, without limiting any other right or remedy available to PASS Ltd, PASS Ltd may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by PASS 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. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the rest of the Contract and the rest of the provision in question shall not be affected. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts in respect of any dispute in connection with the Contract. The Vienna Convention on Contracts for the International Sale of Goods is excluded.