Uncategorised - SIENEJRJI Co.

Ayrıntılar: Yazan: SIENERJI; Kategori: Uncategorised; Son Güncelleme: 30 Haziran 2024; Görüntüleme: 355

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Ayrıntılar: Yazan: SIENERJI; Kategori: Uncategorised; Son Güncelleme: 27 Mart 2024; Görüntüleme: 133

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Ayrıntılar: Yazan: SIENERJI; Kategori: Uncategorised; Son Güncelleme: 22 Kasım 2024; Görüntüleme: 364

1. General

1.1 All services provided by SIENERJI (the “Services”) are subject to these terms and conditions.

1.2 The specific details of the Services shall be set out in a separate document agreed by the parties (the “Front Sheet”). Each Service shall be subject to specific terms (the “Specific Service Terms”) as well as these general terms and conditions of service.

1.3 These terms and conditions, the Specific Service Terms together with the Front Sheet shall form the agreement (this "Agreement") for the supply of the Services between the Customer and SIENERJI. If, and to the extent, that there is any conflict or inconsistency between these terms and conditions, the Front Sheet and the Specific Service Terms, then the following order of precedence shall apply: (a) the Front Sheet; (b) the Specific Service Terms; and (c) these terms and conditions.

1.4 No other terms will apply to the supply of Services by SIENERJI unless agreed in writing by an authorised signatory of SIENERJI or expressly stated otherwise in these terms and conditions.

1.5 All descriptions of the Services contained on the SIENERJI website or otherwise communicated to any purchaser of such Services (the “Customer”) are approximate only and shall not form any part this Agreement. SIENERJI shall not be liable to the Customer for any errors or omissions on the SIENERJI website, the SIENERJI catalogue or other advertisement.

1.6 Any advertising of Services on the SIENERJI website is not an offer capable of acceptance; it merely constitutes an invitation by SIENERJI for the Customer to make an offer to purchase Services. SIENERJI' acceptance of the Customer's order will take place when SIENERJI confirms pricing to the Customer in the Front Sheet, at which point a contract will come into existence between SIENERJI and the Customer.

1.7 These terms and conditions do not apply to the provision of products by SIENERJI, to which separate terms and conditions apply.

1.8 The Customer’s particular attention is drawn to clause 7, which sets out certain limitations of SIENERJI’ liability.

2. Services

2.1 SIENERJI shall use reasonable endeavors to provide the Services:

i in accordance with applicable laws; and

ii in accordance with any performance dates set out in the Front Sheet but any such dates shall be estimates only and time shall not be of the essence in relation to such performance dates and SIENERJI shall be under no liability if it fails to meet any such dates.

3. Obligations of the Customer

3.1 The Customer shall:

i co-operate with SIENERJI in all matters relating to the Services;

ii provide, for SIENERJI and SIENERJI' personnel, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by SIENERJI;

iii obtain and maintain in force all necessary licenses and consents and comply with all applicable laws as required to enable SIENERJI to provide the Services; and

iv provide to SIENERJI in a timely manner all documents, information, items and materials reasonably required by SIENERJI in connection with the provision of the Services and ensure that they are accurate and complete.

3.2 If SIENERJI' performance of its obligations under these terms and conditions is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, SIENERJI shall be entitled to an extension of time to perform its obligations equal to the delay caused by the Customer.

4. Charges

4.1 The charges for the Services are as set out Front Sheet.

4.2 All charges exclude VAT and any other applicable local sales taxes, which SIENERJI will add at the rate and in the manner prescribed by law.

4.3 SIENERJI may increase the charges on an annual basis with effect from each anniversary of the date of signature of the Front Sheet in line with the percentage increase in the local consumer prices index in the preceding 12 (twelve) month period, and the first such increase shall take effect on the first anniversary of the date of signature of the Front Sheet and shall be based on the latest available figure for the percentage increase in the local consumer prices index.

5. Payment

5.1 Unless otherwise agreed in the Front Sheet, all charges shall be invoiced monthly in arrears. SIENERJI shall invoice the Customer at the end of each month for Services performed during that month. The Customer shall pay SIENERJI all amounts set out in each invoice within 30 days of receipt of that invoice.

5.2 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

i all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and

ii SIENERJI may apply a compensation charge as an estimate of administrative and other wasted costs incurred by SIENERJI to the Customer of £40 for outstanding sums up to £999.99; £70 for outstanding sums between £1,000 and £9,999.99; and £100 for outstanding sums of £10,000 or more; and

iii SIENERJI may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 4 per cent per annum above the European Central Bank base rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive (but at the rate of 5 per cent per annum for any period during which the European Central Bank base rate is below zero per cent), compounded monthly; and

iv SIENERJI may suspend the Services until payments are made in full.

6. Warranties and Remedies

6.1 SIENERJI warrants that the Services will be provided using reasonable care and skill. If any Service falls short of this standard, SIENERJI will re-provide the relevant Service.

6.2 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering Services (unless such untrue statement was made fraudulently) other than any remedy set out expressly in these terms and conditions.

6.3 Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of Services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality and fitness for purpose ).

6.4 The Customer acknowledges that it is responsible for ensuring that the Services it orders are fit for the purposes for which it intends to use them.

7. Liability

7.1 Subject to clause 7.3, SIENERJI shall not be liable (whether in tort (including negligence), contract or breach of any duty or otherwise) for any of the following: (a) indirect or consequential loss or damage; (b) loss of revenue; (c) loss of profits; (d) loss of productivity; (e) loss of production; (f) loss of business or expected future business; (g) economic loss; or (h) damage to reputation or goodwill.

7.2 If, notwithstanding any other provisions in these terms and conditions including without limitation clauses 6 (Warranties and Remedies) and 7 (Liability), any liability attaches to SIENERJI, SIENERJI's liability to the Customer arising out of or in connection with these terms and conditions or any order whether in contract, tort or otherwise in respect of one or more of (i) any express or implied terms of this Agreement, or of any order accepted by SIENERJI; (ii) any duty of any kind imposed on SIENERJI by law arising out of or in relation to this Agreement or the order; (iii) any defect in the products or Services; (iv) intellectual property rights infringement; or (v) any other loss whatsoever arising out of these terms and conditions, shall be limited in the aggregate to:

i in respect of Services which are provided on the Customer's premises, SIENERJI's liability for any damage to the Customer's tangible property shall be limited to £10,000; or

ii in respect of all other liabilities arising out of or in connection with these terms and conditions , an amount equal to the charges paid or payable by the Customer in the 12 months preceding the claim.

7.3 Nothing in these terms and conditions (including without limitation this clause 7) shall exclude or limit the liability of SIENERJI for death or personal injury caused by the negligence of SIENERJI or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.

8. Force Majeure

A force majeure event is any event beyond the reasonable control of SIENERJI (including but not limited to strikes, pandemic, epidemic, crisis or outbreak, governmental measures, traffic congestion, the downtime of any external line, or SIENERJI's inability to procure the services, materials or articles required for the performance of this Agreement except at enhanced prices). If SIENERJI is prevented or restricted from carrying out all or any of its obligations under these terms and conditions by reason of any force majeure event, then SIENERJI shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, SIENERJI may cancel the affected order, without any liability to the Customer.

9. Intellectual Property Rights

9.1 All intellectual property rights are and shall remain the exclusive property of the party owning them or, where applicable, such party's third-party licensors.

9.2 All intellectual property rights in any deliverables which are created by or on behalf of SIENERJI in the course of the provision of the Services shall vest in SIENERJI on creation and remain vested in SIENERJI. SIENERJI grants to the Customer a non-exclusive license to use, any such deliverables for the purpose of receiving and using the Services and the deliverables in its business. The Customer shall not sub-license, assign or otherwise transfer the rights granted in this clause 9.2.

9.3 SIENERJI does not warrant or give any assurance to the Customer that any Services supplied do not infringe the intellectual property rights of any third party.

9.4 All logos, trade names or trade marks (the "Marks") owned or used by SIENERJI in the course of its business are the property of SIENERJI or its licensors. SIENERJI reserves all intellectual property rights in relation to the use of such Marks. The Customer may not use or permit the use of such Marks or any similar marks without the prior written permission of SIENERJI.

10. Confidentiality

10.1 The Customer shall not use or disclose any and all information in whatever form, whether in oral, tangible or documented form, that: (a) is by its nature confidential; or (b) the Customer knows or ought to know is confidential; or (c) is designated by SIENERJI as confidential, and in each case is disclosed to or otherwise learnt, acquired or developed by the Customer in connection with these terms and conditions (or their subject matter).

10.2 This clause 10 shall survive termination of this Agreement, however arising.

11. Term and Termination

11.1 This Agreement shall come into effect from the date of signature of the Front Sheet the Customer and continue, unless terminated earlier in accordance with the provisions of these terms and conditions, for the term stated in such Front Sheet.

11.2 Either party may terminate this Agreement by giving to the other party not less than ninety (90) days' written notice.

11.3 This Agreement may be terminated immediately on written notice by either party if the other party:

i passes a resolution for its winding-up or a court of competent jurisdiction makes an order for the winding-up or the dissolution of the other party;

ii is the subject of any: (i) steps taken for the making of an administration order or the appointment of an administrator under the out-of-court procedure under the Enterprise Act 2002, (ii) notice given of an intention to appoint an administrator, (iii) steps taken for the appointment of a receiver or administrative receiver, or (iv) action by an encumbrancer to take possession of or sell any of that Party's assets;

iii makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally;

iv ceases to carry on business at any time for thirty (30) consecutive days; or

v is unable to pay its debts (within the meaning of that term under section 123, Insolvency Act 1986).

11.4 SIENERJI may terminate this Agreement immediately on written notice to the Customer if the Customer is in default of any payment due to SIENERJI.

11.5 Termination or expiry of this Agreement shall not prejudice or affect the continued existence and the validity of the rights and obligations of the parties under any clauses the survival of which is necessary for the interpretation or enforcement of this Agreement.

11.6 Termination shall not affect any accrued rights or existing obligations of either party under this Agreement.

11.7 On termination or expiry of this Agreement the Customer shall:

i immediately pay to SIENERJI all of SIENERJI' outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, SIENERJI may submit an invoice, which shall be payable immediately on receipt; and

ii return all or any confidential information of SIENERJI in its possession together with all copies thereof, or at SIENERJI' option destroy all such confidential information by shredding or incineration of all documents and other material in its possession, custody or control and/or irretrievably deleting the same if stored on electronic or magnetic media and certifying to SIENERJI that this has been done.

12. Anti-Bribery

12.1 The Customer shall (and shall procure that persons associated with it or other persons who are receiving Services in connection with these terms and conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, (the "Relevant Requirements") and shall:

i not (directly or indirectly) induce any employee, agent or subcontractor of SIENERJI to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;

ii not do or omit to do any act that will cause or lead SIENERJI to be in breach of any of the Relevant Requirements; and

iii promptly report to SIENERJI any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these terms and conditions.

12.2 Financial restrictions on gifts and entertainment are contained in SIENERJI's Anti-Bribery Policy and further details are available on request.

12.3 Any breach of this clause 12 shall be a material breach of these terms and conditions which is incapable of remedy.

13. Modern Slavery

13.1 The Customer shall take reasonable steps to ensure that slavery and human trafficking is not taking place in any of its supply chains or in any part of its own business. The Customer shall, at SIENERJI' request, provide SIENERJI with a statement of any such steps it has taken, and such other information as SIENERJI may reasonably require in order to enable it to prepare a slavery and human trafficking statement. The Customer shall notify SIENERJI immediately if it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Agreement.

14. Data Protection and Customer Information

14.1 For the purposes of this clause, (a) "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (ii) the Data Protection Act 2018 ("DPA") and (iii)the Privacy and Electronic Communications (EC Directive) Regulations 2003); in each case, as updated, amended or replaced from time to time; and (b) the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the UK GDPR.

14.2 Each party shall comply with the provisions and obligations imposed on it by the Data Protection Laws when processing Personal Data in connection with this Agreement.

14.3 To the extent that a party processes any Personal Data on behalf of the other party, the processing party shall: (a) comply with the provisions and obligations imposed on a processor by the GDPR, including the stipulations set out in Article 28(3)(a)-(h) which form a part of, and are incorporated into, this Agreement as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) shall include the provisions of this Agreement; and (b) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in this Agreement.

14.4 If either party receives any complaint, notice or communication which relates to the processing of Personal Data by the other party or to either party's compliance with the Data Protection Laws, or if either party suffers a personal data breach (as defined in the UK GDPR), it shall immediately notify the other party and provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice, communication or Personal Data breach.

15. Miscellaneous

15.1 SIENERJI may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior consent of the Customer.

15.2 No purported variation of this Agreement shall be valid unless it is in writing (which excludes email) and signed by or on behalf of each party.

15.3 Any notice given by one party to another under this Agreement shall be in writing, delivered by hand or by prepaid first class or special delivery post to the address given at the start of this Agreement or communicated by email to Bu e-Posta adresi istenmeyen posta engelleyicileri tarafından korunuyor. Görüntülemek için JavaScript etkinleştirilmelidir. and in all cases marked for the attention of the relevant party.

15.4 Notices delivered by hand shall or by email be given on the day of receipt (unless received after 5.00 pm in which case they shall be given on the next business day). Notices sent by prepaid first class post or special delivery shall be deemed to have been given two business days after the date of posting.

15.5 No failure or delay by a party to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.

15.6 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or to authorize either party to act as agent for the other and neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.

15.7 This Agreement shall endure to and be binding on each party and its respective successors and permitted assigns.

15.8 No express term of this Agreement nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

15.9 This Agreement shall be governed by and interpreted in accordance with English Law and the Customer submits to the exclusive jurisdiction of the English courts, but SIENERJI may enforce this Agreement in any court of competent jurisdiction.

15.10 If any part of these terms and conditions is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

Ayrıntılar: Yazan: SIENERJI; Kategori: Uncategorised; Son Güncelleme: 22 Kasım 2024; Görüntüleme: 428

All orders for products on the SIENERJI website accepted by SIENERJI are subject to these terms and conditions . No other terms will apply to the supply of products by SIENERJI unless agreed in writing by an authorized signatory of SIENERJI or expressly stated otherwise in these terms and conditions.

All descriptions of the products contained on the SIENERJI website or otherwise communicated to any purchaser of such products (the “Customer”) are approximate only and shall not form any part of the contract between SIENERJI and the Customer. SIENERJI shall not be liable to the Customer for any errors or omissions on the SIENERJI website, the SIENERJI catalogue or other product advertisement. The advertising of products on the SIENERJI website is not an offer capable of acceptance; it merely constitutes an invitation by SIENERJI for the Customer to make an offer to purchase products. SIENERJI' acceptance of the Customer's order will take place when SIENERJI confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between SIENERJI and the Customer.

Products with 10-digit stock numbers starting with '2508…' or '2509…' ("Extended Range" products) are not stocked by SIENERJI. Any clauses in these terms and conditions expressly stated to be in relation to Extended Range products will prevail over any inconsistent provisions elsewhere in these terms and conditions .

These terms and conditions do not apply to export transactions, nor to Product Plus products, to which separate terms and conditions apply.

SIENERJI is a business-to-business supplier. The SIENERJI website is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions shall affect the mandatory rights of a customer who deals as a Consumer.

The Customer’s particular attention is required for clause12, which sets out certain limitations of SIENERJI’ liability.

Prices

The prices of the products are as set out on the SIENERJI website. SIENERJI reserves the right to change prices without prior notice at any time. Customer is informed that prices and products in the printed hard copy catalogue are subject to change. Up-to-date information can be found on the SIENERJI website. In the event of any conflict between prices for any products listed on the SIENERJI website and prices listed in the physical catalogue, prices listed on the SIENERJI website shall prevail.

The price of an ordered product will be as set out on the SIENERJI website at the time of order acceptance by SIENERJI, except for products ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by SIENERJI after the date of order acceptance by written notice to the Customer.

All prices exclude VAT and other applicable local sales taxes, which SIENERJI will add at the rate applicable at the date of order acceptance.

The prices of Extended Range products are as set out on the SIENERJI website, unless agreed in writing with an authorized representative of SIENERJI. Discounts given by SIENERJI in relation to SIENERJI' standard stocked products or any other SIENERJI offer will not apply to Extended Range products. Extended Range products will be invoiced separately from standard stocked products.

Ordering

SIENERJI reserves the right to decline to trade with any company or person. SIENERJI may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by SIENERJI. Further, SIENERJI may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone, email or facsimile within a reasonable period of receipt of the order by SIENERJI. If SIENERJI rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.

SIENERJI executes orders to the Customer's requirements but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when SIENERJI next has available stock or be cancelled and refunded to the Customer.

The Customer must submit orders using the SIENERJI stock numbers and the priced units used on the SIENERJI website or in the SIENERJI hard copy catalogue and must specify which delivery option is required. Any confirmation of a previous order by the Customer must be marked 'CONFIRMATION ONLY' or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 13 (Cancellation and Returns) will apply.

Delivery

Subject to any cancellation, substitution or non-fulfilment of Customer's orders in accordance with clause 4 (Ordering), SIENERJI will deliver the products specified in the Customer's order. SIENERJI may use third party delivery agents to deliver products to Customers.

The Customer's delivery options, and the prices for them, are as set out on the SIENERJI website at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to change and up-to-date information can be found on the SIENERJI website. In the event of any conflict between delivery options and delivery prices for any products listed on the SIENERJI website and in the hard copy catalogue, the delivery options and delivery prices listed on the SIENERJI website shall prevail.

Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer's usual business address, unless otherwise agreed in writing.

SIENERJI will aim to deliver products in accordance with the times and dates for delivery quoted on the SIENERJI website or by SIENERJI' employees (the 'Quoted Delivery Times'), but Quoted Delivery Times are approximate only and SIENERJI shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products marked in the hard copy catalogue or on the SIENERJI website as requiring special handling may (because of the nature of the products) take longer to be delivered.

If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying SIENERJI of such delay, SIENERJI will endeavor to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. SIENERJI may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable SIENERJI may also, at its discretion, offer an alternative delivery option. These are the Customer's exclusive remedies for late delivery.

SIENERJI will aim to deliver Extended Range products in accordance with the lead times published for them on the SIENERJI website. All such lead times are approximate only, and no other delivery options are available for Extended Range products. SIENERJI may, following Customer's order, notify the Customer if SIENERJI will be unable to fulfil any order for Extended Range products within that published lead time, and may provide alternative options.

Orders containing Extended Range products where the total value of Extended Range products in any such order is less than £100 are subject to an additional shipping and handling charge as published on the SIENERJI website or quoted at the time of order (currently £10 but subject to change from time to time). Orders containing Extended Range products with a total value for Extended Range products in such orders of £100 or more will not be subject to an additional shipping and handling charge. These shipping and handling charges apply per order, irrespective of the number of Extended Range products ordered, and will be levied against the first delivery of Extended Range products under the relevant order.

Inspection, Delivery Delays and Non-Delivery

The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 30 days of the date of delivery or collection or, in the case of sub-clause iv below, the Quoted Delivery Time or any updated estimated date for delivery, give notice to SIENERJI in detail of:

i Any defect in the product that is apparent on reasonable examination. In this case SIENERJI shall, at SIENERJI's discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;

ii Any shortfall in products delivered. In this case SIENERJI shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;

iii Any delivery of products not in accordance with the order. In this case SIENERJI shall, at SIENERJI's discretion, replace the products or refund the purchase price; or

iv Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case SIENERJI shall deliver the undelivered products or refund the price of the undelivered products.

If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. SIENERJI' record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

The remedies set out above are the Customer's exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order..

Payment

7.1 If SIENERJI has not granted credit to the Customer, payment terms are cash with order.

7.2 Credit terms (subject to satisfactory references and at SIENERJI's absolute discretion) are available. If credit has been granted, on acceptance of a Customer's order, SIENERJI will issue that Customer with an invoice. Such invoice will be sent by email in PDF format, unless otherwise agreed between SIENERJI and the Customer. The Customer shall pay the price of the product by the 20th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.

7.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:

i all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and

iv SIENERJI may stop accepting orders and/or suspend shipments until payments are made in full.

Risk and Ownership

8.1 In the case of products to be delivered to the Customer's property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when SIENERJI has attempted to deliver the products. In the case of products which the Customer orders to be collected from an SIENERJI trade counter, risk of damage or loss to the products shall pass to the Customer at the time of collection.

8.2 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to SIENERJI has been made (in cash or cleared funds). If the Customer is late in paying any sum to SIENERJI, then SIENERJI shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises SIENERJI and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.

8.3 Demand for or recovery of the products by SIENERJI shall not of itself discharge either the Customer's liability to pay the whole of the price and take delivery of the products or SIENERJI's right to sue for the whole of the price.

Product and Availability Information

9.1 SIENERJI reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any SIENERJI catalogue. The most up to date information on the availability and design of the products SIENERJI supplies is available on the SIENERJI website.

9.2 Unless otherwise confirmed in writing, nothing on the SIENERJI website or in any SIENERJI catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.

Warranties and Remedies

10.1 SIENERJI warrants that no product purchased from SIENERJI is materially defective.

10.2 In the event of any such product being materially defective, and subject to the provisions of clause 5 (Delivery) surrounding defects apparent on delivery, SIENERJI will (at its option) replace or repair the product or refund the purchase price.

10.3 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of SIENERJI.

10.4 The remedies set out in this clause 10 shall be the Customer's sole remedies for any breach of warranty and in respect of the supply or non-supply of products.

10.5 The availability of the remedies set out in this clause 10 is subject to:

i a claim being made in writing to SIENERJI, prior to the return of any defective product, and within 12 months of the original date of despatch, or such other periods as may be indicated by SIENERJI for specific products from time to time in writing (provided that for certain SIENERJI Pro products such period may vary from 12 to 36 months as stated on the SIENERJI website); and

ii the Customer returning or disposing of the relevant products, or making them available for collection by SIENERJI, in accordance with SIENERJI's instructions and suitably packaged. In particular, for any returns, the Customer must obtain a returns number from SIENERJI and quote this on all paperwork and state the original invoice number in respect of the products and the nature of any claimed defect.

10.6 Where the Customer returns defective products otherwise than in accordance with these provisions, SIENERJI may refuse such products and return them to the Customer at the cost of the Customer.

10.7 Any products which are replaced by SIENERJI shall become the property of SIENERJI. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 8 (Risk and Ownership), and the period of the replacement product's warranty shall be the unexpired period of the defective product's warranty.

10.8 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products (unless such untrue statement was made fraudulently) other than any remedy set out expressly in these terms and conditions.

10.9 Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose).

10.10 The Customer acknowledges that it is responsible for ensuring that the products it orders are fit for the purposes for which it intends to use them.

Export Control and Limitations of Use

11.1 Certain products sold by SIENERJI are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.

11.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.

11.3 The Customer certifies that products purchased from SIENERJI will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.

11.4 Products sold by SIENERJI are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.

11.5 Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are made for internal use by SIENERJI only. Such information is provided by SIENERJI in good faith based on the information available to it at the time of compilation. SIENERJI makes no warranty or representation that such information is up to date or correct and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done at the Customer’s own risk with no recourse to SIENERJI. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.

Liability

12.1 Subject to clause 12.3, SIENERJI shall not be liable (whether arising in tort (including negligence), contract or breach of any duty or otherwise) for any of the following: (a) indirect or consequential loss or damage; (b) loss of revenue; (c) loss of profits; (d) loss of productivity; (e) loss of production; (f) loss of business or expected future business; (g) economic loss; or (h) damage to reputation or goodwill.

12.2 If, notwithstanding any other provisions in these terms and conditions, any liability attaches to SIENERJI, SIENERJI's liability to the Customer arising out of or in connection with these terms and conditions or any order whether in contract, tort or otherwise shall be limited in the aggregate to £10,000 or the total value of the order, whichever is greater.

12.3 Nothing in these terms and conditions (including without limitation this clause 12) shall exclude or limit the liability of SIENERJI for death or personal injury caused by the negligence of SIENERJI or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.

No Fault Cancellations and Returns

13.1 SIENERJI may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to SIENERJI recovering from the Customer the costs incurred by SIENERJI, and subject to the processing charge provided for in this clause 13.

13.2 In the event of cancellation of part of any order only, SIENERJI may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.

13.3 For Customers other than Consumers, a processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 10.

13.4 Customers may only return products to SIENERJI, and receive a credit or refund or replacement on the following conditions:

i The Customer should contact SIENERJI to obtain a returns number (to be quoted on all relevant paperwork)

ii Returns must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).

iii Products must be returned to SIENERJI in their original condition and packaging and in a condition which will enable them to be immediately fit for re-sale;

iv The Customer must follow any specific instructions which appear on the SIENERJI website with any product regarding its return to SIENERJI;

v Products must be returned adequately packed and clearly labelled to the SIENERJI Returns Department; and

vi The Customer must quote the returns number on the parcel being returned.

13.5 Where the Customer returns products to SIENERJI not in accordance with clause 13.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) SIENERJI may refuse to accept the return and return the products to the Customer at the Customer's expense or may apply a handling charge which relates to the actual cost of reprocessing.

13.6 This no fault returns policy excludes software, calibrated products, production packaging products, non-catalogue products, extended range products, specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR). In addition, SIENERJI will not accept returned ESD sensitive devices where the integrity of the original SIENERJI ESD shielding packaging has been compromised e.g. the bag has been opened and resealed or multiple bags have been stapled together.

13.7 SIENERJI accepts no responsibility for any loss of or damage to products in transit from Customer to SIENERJI where SIENERJI has not provided the collection services.

Force Majeure

A force majeure event is any event beyond the reasonable control of SIENERJI (including but not limited to strikes, pandemic, epidemic, crisis or outbreak, governmental measures, traffic congestion, the downtime of any external line, or SIENERJI's inability to procure materials or articles required for the performance of the contract except at enhanced prices). If SIENERJI is prevented or restricted from carrying out all or any of its obligations under these terms and conditions by reason of any force majeure event, then SIENERJI shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen days, SIENERJI may cancel the affected order, without any liability to the Customer.

Intellectual Property Rights

15.1 The Customer acknowledges that SIENERJI and its licensors own the intellectual property rights in the SIENERJI website, the SIENERJI catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without SIENERJI's prior written consent is prohibited.

15.2 SIENERJI does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.

Anti-Bribery

16.1 The Customer shall (and shall procure that persons associated with it or other persons who are purchasing goods in connection with these terms and conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, (the "Relevant Requirements") and shall:

ii not do or omit to do any act that will cause or lead SIENERJI to be in breach of any of the Relevant Requirements; and

iii promptly report to SIENERJI any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these terms and conditions.

16.2 Financial restrictions on gifts and entertainment are contained in SIENERJI's Anti-Bribery Policy and further details are available on request.

16.3 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.

Data Protection and Customer Information

17.1 Please refer to our Privacy Policy for more information about how we process your personal data.

Miscellaneous

Waiver

18.1 No failure or delay by a party to enforce or exercise any right or remedy under these terms and conditions or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of these terms and conditions shall not be deemed to be a waiver of any subsequent breach.

Variation

18.2 No purported variation of these terms and conditions shall be valid unless it is in writing (which excludes email) and signed by or on behalf of each party.

Law and Jurisdiction

18.3 The contract between SIENERJI and the Customer based on these terms and conditions as applicable to each Customer order shall be governed by and interpreted in accordance with English Law and the Customer submits to the exclusive jurisdiction of the English courts, but SIENERJI may enforce the contract in any court of competent jurisdiction.

18.4 Customers who are Consumers may submit any disputes with SIENERJI for resolution to the European Commission Online Dispute Resolution platform: https://webgate.ec.europa.eu/odr/.

18.5 If any part of these terms and conditions is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties' express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.

Exclusion of third party rights

18.6 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

Ayrıntılar: Yazan: SIENERJI; Kategori: Uncategorised; Son Güncelleme: 22 Kasım 2024; Görüntüleme: 447

These terms of use (together with the documents referred to in it) tells you the terms of use on which you may make use of our website https://www.sienerjimekatronik.com, whether as a guest or a registered user. Use of our sites includes accessing, browsing, or registering to use our sites.

Please read these terms of use carefully before you start to use our sites, as these will apply to your use of our sites. By using our sites, you confirm that you accept these terms of use and that you agree to comply with them. We may revise these terms of use at any time by amending this page. Please check this page from time to time to take notice of any changes we made, as they are binding on you.
If you do not agree to these terms of use, you must not use our sites.

Other Applicable Terms

These terms of use refer to the following additional terms, which also apply to your use of our sites:

Our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our sites, you consent to such processing and you warrant that all data provided by you is accurate.

Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our sites. When using our sites, you must comply with this Acceptable Use Policy.

Our Cookie Policy, which sets out information about the cookies on our sites.

Information About Us

SIENERJI Components Pte Ltd makes no warranties, representations or undertakings about:

(1) any of the content of this website (including, without limitation, any as to the quality, accuracy, completeness or fitness for purpose of any such content). The information on this website does not constitute advice or recommendation; or

(2) any content of any other web-site referred to or accessed by hypertext links or otherwise through this web-site ('Third Party Site').

SIENERJI Components Limited shall not be liable for damages, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits or costs resulting from the use of, access to, or reliance upon the information given by its employees, agents or subcontractors in relation to, contained in or available through, its website.

SIENERJI Components Limited does not endorse or approve the content of any Third Party Site, nor will SIENERJI Components Limited have any liability in connection with any of them (including, but not limited to, liability arising out of any allegation that the content of any Third Party Site infringes any law or the rights of any person or is obscene, defamatory or scandalous).

SIENERJI Components Limited does not warrant those functions, materials and information available on this website (and/ or linked to this website) will be uninterrupted or error free, that defects will be corrected, or that this website or its server are free of viruses or bugs and other items of a destructive nature. The website user is responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy particular requirements for the accuracy and security of the data input and output.

Changes to Our Site

We may update our sites from time to time, and may change the content at any time. However, please note that any of the content on our sites may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our sites, or any content on them, will be free from errors or omissions.

Accessing Our Site

Our sites are made available free of charge.

We do not guarantee that our sites, or any content on them, will always be available or be uninterrupted. Access to our sites is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our sites without notice. We will not be liable to you if for any reason any of our sites is unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to our sites.

You are also responsible for ensuring that all persons who access our sites through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Your Account and Password

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by phone on +90 (531) 0899036 or by email Bu e-Posta adresi istenmeyen posta engelleyicileri tarafından korunuyor. Görüntülemek için JavaScript etkinleştirilmelidir..

Please note to reset your password or obtain your username you must follow the links on our website.

Intellectual Property Rights

We, or members of the Group, are the owner or the licensee of all intellectual property rights in our sites (including copyright, trademarks, design rights, patents or other intellectual property rights), and in the material published on it. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

You may print off copies, and may download extracts, of any page(s) from our sites for your personal use or internal business use and you may draw the attention of others within your organization to content posted on our sites. Reproduction of part or all of the contents of the websites in any form is prohibited other than for personal use or internal business use only and may not be recopied and shared with a third party.

The permission to recopy for personal and internal business use does not allow for incorporation of material or any part of it in any other web-site, electronic retrieval system, publication or any other work (whether hard copy, electronic or otherwise). We are not responsible for any file downloads.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. The websites may not be modified, disassembled, decompiled or reverse engineered in any way for any commercial purpose. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged. All copyright notices in original materials must be retained.

You must not use any part of the content on our sites for commercial purposes without obtaining a license to do so from us or our licensors.

If you print off, copy or download any part of our sites in breach of these terms of use, your right to use our sites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

No Reliance on Information

All information and materials contained on the websites have been prepared solely for the purpose of providing general information about SIENERJI and the products and (where relevant) services which SIENERJI sells. All such information and materials published on the websites are provided in good faith as a convenience to you and may be used for information purposes only and at all times in accordance with these Terms of Use. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our sites.

Although we make reasonable efforts to update the information on our sites, we make no representations, warranties or guarantees, whether express or implied, that the content on our sites is accurate, complete or up-to-date.

Limit Of Our Liability

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our sites or any content on them, whether express or implied.

We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, our sites; or use of or reliance on any content displayed on our sites.

If you are a business user, please note that in particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

Our business is the provision of goods to businesses, not to consumers. If you are a consumer user, please note that we only provide our sites for domestic and private use. You agree not to use our sites for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

We assume no responsibility for the content of websites linked on our sites. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any goods to you, which will be set out in our Website Terms and Conditions of Sale.

Uploading Content to our Sites

Whenever you make use of a feature that allows you to upload content to our sites, or to make contact with other users of our sites, you must comply with the content standards set out in our Acceptable Use Policy.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of this warranty.

Any content you upload to our sites will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our sites constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our sites if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our sites.

The views expressed by other users on our sites do not represent our views or values.

Viruses

We do not guarantee that our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmers and platform in order to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Linking to Our Site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

Third Party Links and Resources in Our Site

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

Disputes

The European Commission has introduced an Online Platform for Dispute Resolution regarding consumers. This platform is fully operational and accessible through the Internet (http://ec.europa.eu/consumers/odr). You may use this to resolve any disputes you have with SIENERJI Components Limited if you are a consumer, although please note that our website is not designed for consumer use.