This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the off the shelf products (Products) listed on our website www.clyde-space.com (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
You should print a copy of these terms and conditions for future reference.
Please click on the button marked "I Accept" before making your purchase if you accept these Terms and Conditions. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1.1 www.clyde-space.com is a site operated by Clyde Space Limited (we). We are registered in Scotland under company number SC285287 and with our registered office at 123 St Vincent Street, Glasgow, UK G2 5EA. Our main trading address is The Helix Building, West of Scotland Science Park, Glasgow, United Kindom, G20 0SP. Our VAT number is 870532332.
2.1 By placing an order through our site, you warrant that:
2.1.1 you are legally capable of entering into binding contracts; and
2.1.2 you are at least 18 years old.
3.1 Before you can buy Products via the site, you must register with us as a user. You will need to do this before placing an order.
3.2 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (the Dispatch Confirmation). The contract between us (Contract) will only be formed when we send you the Dispatch Confirmation.
3.3 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. Shipment may take place in instalments depending on the Product ordered. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
3.4 Unless specifically agreed to the contrary all commercial terms shall be interpreted in accordance with INCOTERMS current at the time the order is accepted.
4.1 If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 9 below).
4.2 To cancel a Contract under this clause, you must inform us in writing. You must also return the Product(s) to us immediately at our main trading address detailed above, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
4.3 Details of this statutory right, and an explanation of how to exercise it, are provided in the Dispatch Confirmation. This provision does not affect your statutory rights.
5.1 All orders are subject to availability.
5.2 We reserve the right to withdraw any Products from the site at any time before we accept your order, and we will not be liable to you, or anyone else, for withdrawing Products.
5.3 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within a reasonable time (30 days if you are contracting as a consumer) of the date of the Dispatch Confirmation, unless there are exceptional circumstances.
5.4 You shall have no right to damages or to cancel the Contract for failure for any cause to meet any delivery time stated or estimated nor shall you be entitled to make, or to purport to make, time for delivery of the essence of the Contract.
5.5 We will endeavour to comply with reasonable requests by you for postponement of delivery of the Products but will be under no obligation to do so. Where delivery is postponed, otherwise than due to our default then, without prejudice to all other rights and remedies available to us, we may require you to pay all costs and expenses, including a reasonable charge for storage and transportation so occasioned.
5.6 Section32(2) of the Sale of Goods Act1979 shall not apply. We shall not be required to give you the notice specified in Section32(3) of that Act.
5.7 You shall be solely responsible for obtaining all import authorisations and paying any import duty as further described in clause 16.
5.8 Without prejudice to clause 5.7, we will not be liable for any delay in delivering, or failure to deliver the Products where such delay or failure occurs as a result of the UK Government Export Control Organisation (or any replacement organisation from time to time) delaying the grant of, or refusing to grant any required export authorisations.
6.1 Packaging supplied by us is intended to provide adequate protection in normal conditions of transit of expected duration.
7.1 The Products will be at your risk (so that you are then responsible for all loss or deterioration of the Products or for any damage occurring) from the time the Product in question leaves our premises.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
7.3 We may recover Products in respect of which title has not passed to you at any time and you irrevocably licence us, our officers, employees and agents to enter upon any of your premises, with or without vehicles, for the purpose either of satisfying ourself that clause 7.4 below is being complied with by you or of recovering any Products in respect of which title has not passed to you.
7.4 Until title to the Products has passed to you under these terms and conditions it shall, if we so require, store the Products separately from other goods and shall ensure that they are clearly identifiable as belonging to us. During such time as you possess the Products with our consent, you may in the normal course of your business sell or hire the Products as principal but without committing us to any liability to the person dealing with you.
8.1 The price of any Products will be as quoted on our site, except in cases of obvious error.
8.2 The prices quoted are net ex-works exclusive of VAT, which will be payable by you in addition.
8.3 The prices exclude delivery costs, which will be added to the total amount due and will be displayed in the order process.
8.4 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Order Confirmation.
8.5 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product´s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
8.6 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
8.7 Payment for all Products must be by credit or debit card. We accept payment with Visa, Mastercard, Switch, Maestro, and Solo.
9.1 When you return a Product to us because you have contracted as a consumer and have cancelled the Contract between us within the seven-day cooling-off period (see clause 4 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Product in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us.
9.2 Subject to a consumer's right to return Products pursuant to clause 4 above, Products returned to us without our written consent will under no circumstances be accepted for credit/refund. Where you are entitled to a refund, we will process the refund/credit due to you as soon as possible.
9.3 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
10.1 We reserve the right to alter the dimensions or composition of the Products supplied to conform to applicable standards or laws or otherwise within reasonable limits having regard to the nature of the Products.
10.2 The information contained in the advertising, sales and technical literature issued by us including any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature are for general guidance only. No such information or data shall form part of the Contract unless you shall have complied with clause 15.2 relating to statements and representations and we shall have given the confirmation referred to in that clause.
11.1 This clause 11 does not apply to third party products, please refer to clause 14 for further detail.
11.2 Without prejudice to the right of consumers to cancel set out in clause 4 above, you shall only be entitled to claim (and then subject to clauses 13 and 14) for shortages or defects in the Products as supplied which are apparent on visual inspection if:-
11.2.1 you inspect the goods within three working days following the date of their delivery at your premises or other agreed destination; and
11.2.2 a written complaint specifying the shortage or defect is made to us (and, where we have arranged transport for the Products in accordance with a specific contractual obligation to do so, to the carrier) within seven working days of delivery in the event of shortage, defect, or non-delivery of any separate part of a consignment, or within fourteen working days of the notified date of dispatch in the event of non-delivery of a whole consignment or (if applicable), within such shorter period as the carrier's conditions require; and
11.2.3 we are given an opportunity to inspect the Products and investigate any complaint before any use of or alteration to or interference with the Products.
11.3 If a complaint is not made to us as provided in this clause 11, the Products shall be deemed to be in all respects in accordance with the Contract (subject only to clause 10).
12.1 This clause 12 does not apply to third party products. Please refer to clause 14 for futher detail.
12.2 You shall only be entitled to claim (and then subject to clauses 13 and 14) in respect of defects in the Products supplied which are not apparent on visual inspection at the time of delivery if:-
12.2.1 a written complaint is sent to us as soon as reasonably practicable after the defect is discovered and subsequently no use is made of the Products or alteration or interference made to or with the Products before we are given an opportunity to inspect the Products in accordance with clause 12.4; and
12.2.2 the complaint is sent within 12months of the date of delivery of the Products or, in the case of an item not manufactured by us, within the guarantee period specified by the manufacturer of such item.
12.3 You shall not be entitled to claim in respect of any repairs or alterations undertaken by us without our prior specific written consent nor in respect of any defect arising by reason of fair wear and tear or damage due to accident, neglect or misuse nor in respect of any Products to which alterations have been made without such consent or to which replacement parts not supplied by us have been fitted.
12.4 We shall not be liable for (and you shall indemnify us against claims arising from) loss or damage suffered by reason of use of the Products after you become aware of a defect.
12.5 We may within 28 days of receiving a written complaint inspect the Products and you, if so required by us, shall take all steps necessary to enable us to do so.
13.1 Our sole and exclusive warranty is that Products manufactured by us and sold to you will at the time of delivery be constructed of sound materials and be of good workmanship.
13.2 We guarantee, in the case of Products being found to be defective in workmanship and/or materials, that we will as soon as reasonably practicable and at our sole option either repair or rectify such defective Products or deliver replacements or credit you with the price of the defective Products provided that:-
13.2.1 the alleged defect arises within the period of 12months from the date of delivery of the Product;
13.2.2 a written complaint is sent to us in accordance with the provisions of Conditions11.1.2 or12.1.1 and no use has been made of the Product thereafter and no alterations made thereto, or interference made therewith, before we have been given the opportunity to inspect the Product; and
13.2.3 any defect we find on our inspection to be due solely to defective workmanship or materials.
13.3 We shall not be liable for any claim:-
13.3.1 in respect of any repairs or alterations undertaken by you without our prior specific written consent;
13.3.2 in respect of any defect arising by reason of fair wear and tear or from damage due to misuse;
13.3.3 for loss or damage suffered by reason of use of the Products after you become aware of a defect.
13.4 If we do so repair or rectify the Product or supply satisfactory replacement Products or issue a credit you shall be bound to accept such repaired or replacement Product or the credit and we shall be under no liability in respect of any loss or damage whatsoever arising either from the initial delivery of the defective Product or from the delay before the defective Product is repaired or replaced or the credit is issued.
13.5 We will not accept returns of allegedly defective goods unless we have issued prior consent in writing to you.
13.6 All Products which pursuant to specific agreement are to be returned to us must be shipped prepaid by you. We shall pay the costs of the return of repaired or replacement Products to you. We will also refund the delivery charges for sending a defective Product to you where it is returned to us in accordance with these terms.
13.7 The warranty in this clause 13 is intended solely for the benefit of you. All claims must be made by you and not by any other person, firm or company who may have possession of the Products.
13.8 In the case of Products not manufactured by us:
13.8.1 we give no assurance or guarantee whatsoever that the sale or use of the Products will not infringe the patent, copyright or other intellectual property rights of any other person, firm or company; and
13.8.2 our liability shall be limited to the guarantee (if any) which we receive from the manufacturer or supplier of the Products.
13.9 We do not warrant the fitness or suitability of the Products for any particular purpose or application and the implied warranties and conditions contained in Sections13,14 and15 of the Sale of Goods Act1979 (as amended) and Sections3,4 and5 of the Supply of Goods and Services Act1982 and any other condition or warranty implied by trade custom or usage are expressly excluded.
14.1 Certain Products sold by us via the site are not manufactured by us but are manufactured by third parties (the "Third Party Products").
14.2. The warranty that applies to each Third Party Product is the manufacturer's warranty for that Third Party Product. We do not provide any warranties ourselves in respect of Third Party Products.
14.3 Your remedy in respect of a defect in a Third Party Product depends on the individual manufacturer's policy and warranty. Any claim you wish to make in respect of a Third Party Product should be made under and in accordance with the terms of the manufacturer's warranty. If you are unsure of how to do this, please contact us.
15.1 Except as otherwise provided in these terms and conditions, all other terms, conditions or warranties whatsoever are excluded from the Contract unless expressly accepted in writing by us. If you are contracting as a consumer, this clause does not exclude in relation to the Products any statutory implied warranties that arise under section 14(2) and section 13(3) of the Sale of Goods Act 1979, as amended from time to time to the extent that same cannot be excluded.
15.2 If any statement or representation has been made to you by us or our officers, employees or agents upon which you wish to rely you shall only be entitled to do so if the statement or representation is attached to or endorsed on your Dispatch Confirmation and then only if we subsequently confirm in writing to you that you are entitled to rely on the statement or representation.
15.3 Subject to clause 13, we shall be under no liability to you for any loss, damage or injury, direct or indirect, resulting from defects in design, materials or workmanship or otherwise (and whether or not caused by our negligence or our employees or agents) other than liability for death or personal injury resulting from our negligence.
15.4 Subject to clause 13, we shall have no liability for any indirect or consequential losses or expenses suffered by you, however caused, and including without limitation, loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
15.5 Our aggregate liability to you whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the purchase price of the Product you purchased.
16.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
16.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
17.1 All drawings, documents, confidential records, computer software and other information supplied by us, whether produced by itself or a third party, are supplied on the express understanding that copyright is reserved to us (or the third party) and that you will not, without our written consent, give away, loan, exhibit or sell any such drawings, documents, records, software or other information or extracts from them or copies of them or use them in any way except in connection with the Products in respect of which they are issued.
17.2 All claims for alleged infringement of patents, trade marks, registered designs, design right or copyright received by you relating to the Products must be notified immediately to us. If requested by us, we shall be entitled to have conduct of any proceedings relating to any such claim in such manner as we think fit and you will provide to us such reasonable assistance as we may request. The cost of any such proceedings will be borne by us.
17.3 If any allegation shall be made against you to the effect that the supply of such of the Products as are manufactured by us infringes the intellectual property rights of any third party or we have reason to believe that any such allegation is likely to be made, we may at our option and expense modify or replace the Products so as to avoid the infringement (but without adversely effecting the overall performance of the Products), or obtain for the benefit of you the right to continue to use the Products, or repurchase the Products at the contract price as reduced by a reasonable provision for depreciation. If we pursue any of such options, you will have no rights or remedies against us arising directly or indirectly out of the alleged infringement. Furthermore, on no account will you be liable for consequential or other indirect loss, loss of profits or wasted expenditure which arises in consequence of an infringement or alleged infringement of intellectual property rights relating to the goods.
18.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
18.1 All notices given by you to us must be given in writing to Clyde Space Limited at The Helix Building, West of Scotland Science Park, Glasgow, United Kindom, G20 0SP or by email to email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 18 above. Notice will be deemed received and properly served immediately when posted on our website, 24hours after an e-mail is sent, or threedays after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
20.1 We shall be under no liability for any failure to perform any of our obligations under the Contract if and to the extent that the failure is caused by act of God, governmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute, shortages of labour or materials or breakdown of machinery or any other matter (whether or not similar to the foregoing) outside our control.
21.1 In circumstances in which we supply Products to you for incorporation with, or use ancillary to, any composite or other products to be produced, manufactured, processed or supplied by you or a third party then:
21.1.1 you shall forthwith on demand produce for inspection by us copies of all written instructions, information and warnings to be supplied by you in relation to the composite or other products, provided that such inspection or right to inspect shall not of itself constitute acceptance or approval on our part of such instructions, information or warnings; and
21.1.2 you shall indemnify, reimburse and compensate us for all losses and damages (including costs, expenses and charges for legal actions in which we may be involved) which we may incur, or have to bear, if any claim or claims shall be made against us, pursuant to the Act or otherwise, relating to the composite or other products in circumstances in which the Products supplied by us are either (i)not the defective part of the composite or other product, or (ii)are only rendered the defective part or became a defective product by reason of acts or omissions of you or a third party (including without limitation the supply of defective free issue materials), or (iii)are only rendered the defective part or became a defective product by reason of instructions or warnings given by you or other supplier of the composite or other products.
21.2 For the purposes of clause 21.1 only, the word "defective" shall be interpreted in accordance with the definition of "defect" contained in Part1 of the Act.
21.3 You acknowledge that you are under a duty to pass on to your customers all instructions, information and warnings supplied to it by us with the Products.
22.1 The Contract is entered into between you and us as principals and you shall not be entitled to assign the benefit or delegate the burden of it or of any interest in it without our prior written consent. We shall be entitled to sub-contract the whole or part of our obligations under the Contract and to assign our rights or interest in the Contract.
23.1 The occurrence or non-occurrence of an event associated with Economic and Monetary Union will not of itself discharge the contract, or entitle one party unilaterally to vary or terminate it.
24.1 A person who is not a party to the Contract (a "third party") shall have no rights whether in contract or at law to enforce any of these conditions. Any right or remedy of a third party which exists or is available otherwise at law is not affected.
25.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
25.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
25.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 19 above.
26.1 If any of these terms and conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
27.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
27.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
27.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party´s only remedy shall be for breach of contract as provided in these terms and conditions.
28.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
28.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within sevenworking days of receipt by you of the Products).
29.1 Contracts for the purchase of Products through our site will be governed by Scots law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the Scottish Courts.
29.2 The schedule to the Uniform Law on International Sales Act1967 shall not apply to the Contract.