1.
About us
1.1
Company
details. Zikodrive is the trading name of Round Bank Engineering Limited (company
number 08288866) (we, us and our). The company is
registered in England and Wales and our registered office and trading address is
at 2A & 2B Dean Hey Business Park, Cragg Vale, Hebden Bridge, England, HX7
5RU. Our VAT number is GB226504428. We operate the website zikodrive.com.
1.2
Contacting
us. To contact us telephone our customer service team at +44 (0) 330 127
7928 or email [email protected]. How to give us formal notice of any
matter under the Contract is set out in clause 14.2.
2.
Our contract with you
2.1
Our
contract. These terms and conditions (Terms)
apply to the order by you and supply of goods by us to you (Contract). No other terms are implied
by trade, custom, practice or course of dealing.
2.2
Entire
agreement. The Contract is the entire agreement between us in relation to
its subject matter. You acknowledge that you have not relied on any statement,
promise or representation or assurance or warranty that is not set out in the
Contract.
2.3
Language.
These Terms and the Contract are made only in the English language.
3.
Placing an order and its
acceptance
3.1
Placing
your order. Please follow the onscreen prompts to place an order. Each
order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2
Correcting
input errors. Our order process allows you to check and amend any errors
before submitting your order to us. Please check the order carefully before
confirming it. You are responsible for ensuring that your order and any
specification submitted by you is complete and accurate.
3.3
Acknowledging
receipt of your order. After you place an order, you will receive an email
from us acknowledging that we have received it, but please note that this does
not mean that your order has been accepted. Our acceptance of your order will
take place as described in clause 3.4.
3.4
Accepting
your order. We will confirm our acceptance to you by sending you an email or
other communication that confirms that the Goods are being dispatched (Dispatch Confirmation). The Contract
between you and us will only be formed when we send you the Dispatch
Confirmation.
3.5
If we
cannot accept your order. If we are unable to supply you with the Goods for
any reason, we will inform you of this by email and we will not process your
order. If you have already paid for the Goods, we will refund you the full
amount including any delivery costs charged as soon as possible.
4.
Our goods
4.1
The images of the Goods on our site are for
illustrative purposes only. Although we have made every effort to display
colours accurately, we cannot guarantee that your computer's display of the
colours accurately reflects the colour of the Goods. The colour of your Goods
may vary slightly from those images.
4.2
We reserve the right to amend the specification
of the Goods if required by any applicable statutory or regulatory requirement.
4.1
Zikodrive controllers are designed to be
components incorporated within equipment manufactured by our customers and are
not suitable for use by an end user. As such, they are not CE/UKCA marked. It
is your responsibility to ensure that Zikodrive controllers and related
products meet the required specifications for the applications in which they
are to be used by you and to ensure compliance with all applicable regulations,
including but not limited to CE/UKCA marking and product safety standards, when
incorporating Zikodrive controllers into your products or systems.
4.2
The use of Zikodrive controllers in
safety-critical applications is entirely at the buyer's risk. The buyer assumes
full responsibility for determining the suitability of Zikodrive controllers
for their intended application, including safety-critical applications. To the
extent permitted by law, the buyer agrees to indemnify and hold harmless Round
Bank Engineering Ltd from any claims, damages, suits, or expenses arising from
such use.
5.
Return and refund
5.1
You may cancel the Contract and receive a
refund, if you notify us as set out in clause 5.3 within 14 days of your
receipt of the Dispatch Confirmation.
5.2
However, this cancellation right does not apply
in the case of:
(a) any
Goods which have obvious signs of use or abuse, wear and tear or that have
damaged or missing parts;
(b) custom
parts and products which have been manufactured or modified to your specifications.
These such products are non-refundable and sold as-is, without warranty, unless
otherwise specifically agreed in writing; or
(c) any
Goods which become mixed inseparably with other items after their delivery
and it is a requirement that any Goods that are
returned for a refund must be in a resellable condition.
5.3
To cancel the Contract, you can email us at
[email protected] or contact our Customer Services team by telephone on +44
(0) 330 127 7928 or by post to 2A & 2B Dean Hey Business Park, Cragg Vale,
Hebden Bridge, England, HX7 5RU. If you are emailing or writing to us please
include full details of your order to help us to identify it. If you send us
your cancellation notice by email or by post, then your cancellation is
effective from the date you send us the email or post the letter to us. For
example, you will have given us notice in time as long as you get your letter
into the last post on the last day of the cancellation period or email us
before midnight on that day.
5.4
If you have returned the Goods to us under this
clause 5 because they are faulty or mis-described, we will refund the price of
the Goods and will refund you on the credit card or debit card used by you to
pay.
5.5
If Goods have been delivered to you before you
decide to cancel the Contract then you must return them to us without undue
delay and in any event not later than 14 days after the day on which you let us
know that you wish to cancel the Contract. You can either send them back or
hand them to our authorised carrier.
5.6
Where it is determined that the Goods received under
this clause are resellable, you will receive a full refund or credit for the Goods
returned, less the cost of shipping. Refunds will be processed within 7 to 14
business days after we receive the Goods and have considered their condition.
6.
Delivery, transfer of
risk and title
6.1
We will contact you with an estimated delivery
date, which will be within 30 days after the date of Dispatch Confirmation.
Occasionally our delivery to you may be affected by an Event Outside Our
Control. See clause 13 for our responsibilities when this happens.
6.2
Delivery is complete once the Goods have been delivered
to the address for delivery set out in your order and the Goods will be at your
risk from that time.
6.3
You own the Goods once we have received payment
in full, including of all applicable delivery charges.
6.4
If we fail to deliver the Goods and fail to
provide replacements, our liability is limited to the cost of obtaining
replacement goods of a similar description and quality in the cheapest market
available, less the price of the Goods. However, we will not be liable to the
extent that any failure to deliver was caused by an Event Outside Our Control,
or because you failed to provide adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods.
7.
International delivery
7.1
In addition to the United Kingdom, we currently deliver
to Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Italy,
Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United States
of America (International Delivery
Destinations). However, there are from time to time restrictions or tariffs
on some Goods for certain International Delivery Destinations.
7.2
If you order Goods from our site for delivery to
one of the International Delivery Destinations, your order may be subject to
import duties or tariffs and taxes which are applied when the delivery reaches
that destination. Please note that we have no control over these charges and we
cannot predict their amount. You will be responsible for
payment of any such import duties and taxes. Please contact your local customs
office for further information before placing your order.
7.3
You must comply with all applicable laws and
regulations of the country for which the Goods are destined. We will not be
liable or responsible if you break any such law.
8.
Price of goods and
delivery charges
8.1
The prices of the Goods will be as quoted on our
site at the time you submit your order. We take all reasonable care to ensure
that the prices of Goods are correct at the time when the relevant information
was entered onto the system. However, please see clause 8.5 for what happens if
we discover an error in the price of Goods you ordered.
8.2
Prices for our Goods may change from time to
time, but changes will not affect any order you have already placed.
8.3
The price of Goods excludes VAT (where
applicable) at the applicable current rate chargeable in the UK for the time
being. However, if the rate of VAT changes between the date of your order and
the date of delivery, we will adjust the VAT you pay, unless you have already
paid for the Goods in full before the change in VAT takes effect.
8.4
The price of the Goods as displayed prior to
checkout does not include delivery charges. Our delivery charges are as advised
to you during the check-out process, before you confirm your order.
8.5
It is always possible that, despite our
reasonable efforts, some of the Goods on our site may be incorrectly priced. If
we discover an error in the price of the Goods you have ordered we will contact
you to inform you of this error and we will give you the option of continuing
to purchase the Goods at the correct price or cancelling your order. We will
not process your order until we have your instructions. If we are unable to
contact you using the contact details you provided during the order process, we
will treat the order as cancelled and notify you in writing. If we mistakenly
accept and process your order where a pricing error is obvious and
unmistakeable and could reasonably have been recognised by you as a mispricing,
we may cancel supply of the Goods and refund you any sums you have paid.
9.
How to pay
9.1
Unless separately agreed with us that you may
pay by direct bank transfer (which shall be at our sole discretion), payment
for the Goods ordered through the website shall be by Paypal or via Stripe
(accepting credit or debit cards).
9.2
Payment for the Goods and all applicable
delivery charges is in advance. We will not charge your debit card or credit
card until we dispatch your Goods.
10.
Our warranty for the
goods
10.1 We
do not warrant that the Goods comply with the laws, regulations or standards
outside the UK.
10.2 We
provide a warranty to you as the original purchaser that on delivery and for a
period of 12 months from delivery, the Goods shall:
(a) subject
to clause 4, conform in all material respects with their description; and
(b) be
free from material defects in design, material and workmanship; and
(c) be
of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
and work under normal use conditions.
10.3 Subject
to clause 10.4, if:
(a) you
give us notice in writing within a reasonable time of discovery that some or
all of the Goods do not comply with the warranty set out in clause 10.2,
together with proof of purchase;
(b) we
are given a reasonable opportunity of examining the Goods; and
(c) we
ask you to do so, you return the Goods to us at your cost,
we will, at our option, provide replacement parts to repair
the product or replace the defective product with the same or a comparable
product, or refund the price of the defective Goods in full. Replacement parts
or products will be new or serviceably used, comparable in function and
performance to the original part or product and shall be warranted to the
original purchaser for the remainder of the original warranty period. Any
additional purchases or upgrades will not extend the warranty period.
10.4 We
will not be liable for breach of the warranty set out in clause 10.2 if:
(a) you
make any further use of the Goods after giving notice to us under clause 10.3;
(b) the
defect arises as a result of us following any drawing, design or specification
supplied by you;
(c) the
Goods have not been installed or operated in accordance with any guidelines
that we may supply;
(d)
you alter or repair the Goods without our
written consent;
(e) the
defect arises as a result of improper use, fair wear and tear, wilful or
accidental damage, negligence in use, maintenance or installation, incompatibility
with electrical supply or abnormal storage or working conditions; or
(f)
the Goods differ from their description or
specification as a result of changes made to ensure they comply with applicable
statutory or regulatory requirements.
10.5 We
will only be liable to you for the Goods' failure to comply with the warranty
set out in clause 10.2 to the extent set out in this clause 10.
10.6 Except
as expressly stated in these Terms, we do not give any representations,
warranties or undertakings in relation to the Goods. Any representation,
condition or warranty which might be implied or incorporated into these Terms
by statute, common law or otherwise is excluded to the fullest extent permitted
by law. In particular, we will not be responsible for ensuring that the Goods
are suitable for your purposes.
10.7 These
Terms also apply to any repaired or replacement Goods supplied by us to you,
save that the warranty period in respect of such repaired or replacement Goods
shall be for the remainder of the original warranty period.
11.
Our liability
to you in respect of the Goods
11.1 References
to liability in this clause 11 include every kind of liability arising under or
in connection with the Contract including but not limited to liability in
contract, tort (including negligence), misrepresentation, restitution or
otherwise.
11.2 Nothing
in these Terms limits or excludes our liability for:
(a) death
or personal injury caused by our negligence;
(b) fraud
or fraudulent misrepresentation;
(c) breach
of the terms implied by section 12 of the Sale of Goods Act 1979 (title and
quiet possession); or
(d) any
other liability that cannot be limited or excluded by law.
11.3 Subject
to clause 11.2, we will under no circumstances be liable to you for:
(a) any
loss of profits, sales, contracts, business, or revenue; or
(b) loss
or corruption of data, information or software; or
(c) loss
of business opportunity; or
(d) loss
of anticipated savings; or
(e) loss
of goodwill or reputation; or
(f)
any indirect or consequential loss.
11.4 Subject
to clause 11.2 and clause 11.3, our total liability to you for all losses
arising under or in connection with the Contract will in no circumstances
exceed 200% of the price of the Goods.
12.
Termination
12.1 Without
affecting any of our other rights, we may suspend the supply or delivery of the
Goods to you, or terminate the Contract with immediate effect by giving written
notice to you if:
(a) you
commit a material breach of any term of the Contract and (if such a breach is
remediable) fail to remedy that breach within 7 days of you being notified in
writing to do so;
(b) you
fail to pay any amount due under the Contract on the due date for payment;
(c) you
suspend, threaten to suspend, cease or threaten to cease to carry on all or a
substantial part of your business; or
(d) your
financial position deteriorates to such an extent that in our reasonable
opinion your capability to adequately fulfil your obligations under the
Contract has been placed in jeopardy.
12.2 Termination
of the Contract shall not affect your or our rights and remedies that have
accrued as at termination.
12.3 Any
provision of the Contract that expressly or by implication is intended to come
into or continue in force on or after termination shall remain in full force
and effect.
13.
Events outside our
control
13.1 We
will not be liable or responsible for any failure to perform, or delay in
performance of, any of our obligations under the Contract that is caused by any
act or event beyond our reasonable control (Event Outside Our Control). An Event Outside Our Control could
include but not be limited to (a) acts of God, flood, drought, earthquake or
other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil
war, civil commotion or riots, war or armed conflict, threat of or preparation
for war, imposition of sanctions, embargo, or breaking off of diplomatic
relations; (d) any law or action taken by a government or public authority,
including imposing an export or import restriction or a tariff, quota or
prohibition; (e) disruption to supply chains or delivery networks; and (f) interruption
or failure of utility service.
13.2 If
an Event Outside Our Control takes place that affects the performance of our
obligations under the Contract:
(a) we
will contact you as soon as reasonably possible to notify you; and
(b) our
obligations under the Contract will be suspended and the time for performance
of our obligations will be extended for the duration of the Event Outside Our
Control. Where the Event Outside Our Control affects our delivery of Goods to
you where we remain in possession of the Goods, we will arrange a new delivery
date with you after the Event Outside Our Control is over.
13.3 You
may cancel the Contract affected by an Event Outside Our Control which has
continued for more than 30 days. To cancel please contact us. If you opt to
cancel, you will return (at our cost, as part of the refund) any relevant Goods
you have already received or do receive after cancellation and we will refund
the price you have paid, including any delivery charges, following receipt of
the Goods.
14.
Communications between us
14.1 When
we refer to "in writing" in these Terms, this includes email.
14.2 Any
notice given by one of us to the other under or in connection with the Contract
must be in writing and be delivered by hand, sent by pre-paid first class post
or airmail or commercial courier or email.
14.3 A
notice is deemed to have been received:
(a) if
delivered by hand, at the time the notice is left at the proper address;
(b) if
sent by pre-paid first class post or commercial courier service, at 9.00 am on
the second working day after posting;
(c) if
by airmail, at 9.00 am on the fifth working day after posting; or
(d) if
sent by email, at 9.00 am the next working day after transmission.
14.4 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 email, that such email was sent to the specified
email address of the addressee.
14.5 The
provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
15.
General
15.1 Assignment and transfer.
(a) We
may assign or transfer our rights and obligations under the Contract to another
entity but will always notify you in writing or by posting on this website if
this happens.
(b) You
may only assign or transfer your rights or your obligations under the Contract
to another person if we agree in writing.
15.2 Variation. Any variation of the
Contract only has effect if it is in writing and signed by you and us (or our
respective authorised representatives).
15.3 Waiver. If we do not insist that you
perform any of your obligations under the Contract, or if we do not exercise
our rights or remedies against you, or if we delay in doing so, that will not
mean that we have waived our rights or remedies against you or that you do not
have to comply with those obligations. If we do waive any rights or remedies,
we will only do so in writing, and that will not mean that we will
automatically waive any right or remedy related to any later default by you.
15.4 Severance. Each paragraph of these
Terms operates separately. If any court or relevant authority decides that any
of them is unlawful or unenforceable, the remaining paragraphs will remain in
full force and effect.
15.5 Third party rights. The Contract is
between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction. The
Contract is governed by English law and you and we each irrevocably agree to
submit all disputes arising out of or in connection with the Contract to the
exclusive jurisdiction of the English courts.