Last updated 4 Oct 2019
1.1. OMBEA AB is a company registered in Sweden under number 556844-9937.
1.2. OMBEA Ltd is a company registered in the United Kingdom under number 9221898.
1.3. These are the terms and conditions upon which OMBEA conducts its business. Please read them carefully. In certain places they restrict your legal rights. Please contact OMBEA if you want to clarify or discuss any of these terms and conditions.
1.4. These terms and conditions may be revised or updated at any time without notice. The current version of these terms and conditions can be found at www.ombea.com/terms-of-sale.
In these terms and conditions:
2.1. unless the context otherwise requires, the following definitions apply:
"OMBEA" means a company in the OMBEA Group, namely OMBEA AB and OMBEA Ltd.
"Seller" means OMBEA AB or OMBEA Ltd.
"Buyer" means the person or organisation who buys or agrees to buy goods from the Seller.
"Goods" means any product being purchased from OMBEA.
"Services" means any service being purchased from OMBEA.
2.2. Words importing the singular shall include the plural and vice versa, words importing a gender shall include all genders and words importing persons shall include bodies corporate, unincorporated associations and partnerships;
2.3. Any reference to a statute, statutory provision or subordinate legislation is a reference to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation;
2.4. References to clauses are references to clauses of these terms and conditions; and
2.5. Headings are included for ease of reference only and shall not affect the interpretation or construction of these terms and conditions.
3.1. The price shall be the Seller's quoted price, and subject to these terms and conditions. The price is exclusive of any applicable VAT that shall be due at the rate in force on the date of the Seller's invoice.
3.2. Prices listed on the Seller's website or in printed material may be subject to change without prior notice.
3.3. The Seller reserves the right to increase the price of Goods to reflect any increase in cost to the Seller which is due to any factor beyond its control, including, but not limited to, customs charges, foreign exchange fluctuation, alteration of duties, any change in delivery specifications or any delay requested by the Buyer or due to poor or misinformation from the buyer. Notice will be given to the buyer prior to delivery.
3.4. All quotes are valid for 30 days only, unless otherwise specified.
4.1. Payment for the total value of the invoice should be made within the terms specified on the invoice.
4.2. If the Buyer wishes to pay any amount owed by credit card then the Seller may charge a credit card administration fee equal to 2.5% of the amount.
4.3. The Buyer must notify OMBEA of any query you have about an invoice within 7 days of the date of the invoice.
4.4. All payments must be in pounds sterling unless the invoice states otherwise.
4.5. All payments due should be made without any deduction by way of set-off, counterclaim, discount, abatement or otherwise.
4.6. If the Buyer fails to pay on time OMBEA may, amongst other things:
(a) charge you interest on the outstanding amount at the rate of 5% above the Bank of England base rate, accruing on a daily basis until payment is made in full;
(b) refuse to supply the Buyer any further Goods or provide any further Services until payment is made in full;
(c) disallow any discount that applies to any part of the outstanding payment; and/or
(d) deduct from any monies OMBEA owes the Buyer, any monies the Buyer owes OMBEA.
5.1. The quantity and description of the Goods shall be as set out in OMBEA's confirmation of order.
5.2. Features, sizes and weight of goods as described on OMBEA's website, price lists or online and printed promotional material, are indicative and may be subject to minor variations and modifications without prior notice.
6.1. If Goods ordered are in stock then OMBEA aims to despatch the Goods within three working days of the day the order is received or, if later, by the date set out in the Buyer's order. Please note that the day the order is received may not be the same day the order is placed, for example, if the order is placed on a Saturday, Sunday or bank or public holiday.
6.2. If the Goods ordered are not in stock then the Buyer will be informed and the Goods will be despatched automatically once they are in stock.
6.3. The Seller recognises that the Buyer may suggest delivery dates in orders for Goods. OMBEA will try to meet suggested delivery dates; but cannot, and do not, guarantee to deliver Goods by any particular date. OMBEA accepts no liability for any loss or damage the Buyer may suffer as a result of OMBEA's failure to deliver Goods on or by a particular date.
6.4. The Buyer must make all arrangements necessary to take delivery of Goods when they are delivered. If the delivery of Goods is not accepted or the Goods are unable to be delivered or are delayed because of the Buyer's actions or omissions then OMBEA may pass on any charges incurred and the Buyer will be liable to pay OMBEA for all costs we incur as a result.
6.5. Risk of loss of or damage to the Goods passes to the Buyer on delivery.
7.1. OMBEA owns all Goods ordered until cleared funds are received for all monies due to us in relation to the Goods, at which time title to the Goods passes from OMBEA to the Buyer.
7.2. Goods that have been ordered from OMBEA but not paid for in full ("Unpaid Goods") must be clearly identified as belonging to OMBEA and kept safe, secure, comprehensively insured against loss and damage and separate from other property. Except as otherwise expressly set out in this clause, the Buyer must not:
(a) part with possession of the Unpaid Goods;
(b) allow any right to be created over the Unpaid Goods; or
(c) make, nor allow anyone other than OMBEA to make, any additions, alterations or modifications to, or remove any part of, any of the Unpaid Goods.
8.1. It is recommended that the Buyer checks that the Goods sold conform to those ordered at the time of delivery.
8.2. Signature of the proof of delivery note on delivery by or on behalf of the Buyer shall be conclusive proof that the Goods packaging has not been damaged or tampered with whilst the Goods have been at the Seller's risk (except to the extent that anything to the contrary is clearly marked on the proof of delivery note).
8.3. Without prejudice to clause 8.2, if the Buyer does not receive all of the Goods or it is found that any of the Goods do not conform to these terms and conditions or differ from the Goods ordered, then you must notify us of this fact in writing within 3 days of the date of delivery of the Goods. If no notification is received within this period then it will be deemed the Buyer has accepted: they have received the right quantity of Goods; the Goods are free from damage; and the Goods conform to these terms and conditions and are the Goods ordered.
8.4. If you notify us that you or your end customer have not received all of the Goods you ordered then you must promptly provide us with reasonable evidence supporting your claim. If we accept your claim then we will by way of full and final settlement of all our obligations and liabilities to you in relation to the claim at our discretion either: credit your trading account with an amount equal to any monies you have paid to us for the unreceived Goods; refund any monies you have paid to us for the unreceived Goods; or dispatch to you or your end customer the unreceived Goods.
8.5. If the Buyer notifies us that any of the Goods received were damaged whilst they were at the Seller's risk or do not conform to these terms and conditions or differ to the Goods ordered then the Buyer must promptly return the Goods and provide reasonable evidence supporting the claim. If the Seller accepts the claim then the Seller will by way of full and final settlement of all obligations and liabilities in relation to the claim at the Seller's discretion either: refund any monies paid for the damaged/non-conforming Goods; repair the damaged/non-conforming Goods; or replace them with Goods that conform with these terms and conditions.
8.6. The Buyer has no right to return Goods which have been delivered in accordance with the Contract.
9.1. This clause 9 will apply to any purchase of Rental Services from OMBEA.
9.2. The Buyer will be provided with details of OMBEA's Rental Services and any additional terms and conditions that may apply, when an order is placed.
9.3. The Buyer must ensure that payment for Rental Services continues, even if the Rental Equipment fails for any reason.
9.4. The Buyer is responsible for checking, or arranging checks of the Rental Equipment on delivery. Any queries must be raised with OMBEA within 24 hours of delivery or it will be deemed that the Buyer is fully satisfied with the Equipment on delivery.
9.5. For any Rental Services purchased, the Buyer must ensure:
(a) OMBEA are notified immediately of any defects in, damage to or loss of the Rental Equipment after delivery.
(b) the Rental Equipment is used only in accordance with the manufacturer's instructions and that it is properly maintained and insured against all risks during the course of the Rental
(c) no modifications are made to the Rental Equipment, it is not disposed of, or possession passed on, except where expressly agreed with OMBEA in advance.
(d) OMBEA is authorised to enter the premises where the Rental Equipment is kept, during office hours, to inspect or repossess the Equipment; and
(e) the Rental Equipment is returned in the same condition it was delivered in (normal wear and tear excepted) to an address advised by OMBEA by the date specified in the relevant Rental Agreement.
9.6. OMBEA may cancel an order for Rental Services, without prejudice to the Buyer's responsibilities and liabilities under such contract if:
(a) payment is not received in time for such Services;
(b) the Buyer has a receiver appointed over any assets, becomes insolvent or is, in the Seller's opinion, unable to pay their debts;
(c) the Buyer ceases to trade, the partnership is dissolved, or the Buyer dies;
(d) OMBEA has grounds to believe that the Rental Equipment is in jeopardy;
(e) the Buyer is in breach of any provision of this Clause 9 and fails to remedy such breach within 7 days of its occurrence; and/or
(f) the Rental Equipment is seriously damaged or destroyed.
9.7. If the Buyer wishes to cancel an order for Rental Services, they must do so by giving the Seller at least 7 days written notice of such cancellation. The following cancellation terms apply:
- More than 45 days notice - 100% refund
- Less than 45 days notice - 75% refund
- Less than 30 days notice - 50% refund
- Less than 7 days notice - no refund will apply.
9.8. In addition to the above charges for cancellation, any costs incurred for third party services and goods, and any expenses incurred or loss suffered as a result of the cancellation shall be invoiced to the Buyer.
9.9. On cancellation of an order for Rental Services, the Buyer must immediately pay the Seller any arrears and all future sums due under the remaining term of the agreement.
9.10. At the end of a rental, FOC or POC period, for any goods or equipment not returned to an agreed destination and/or on an agreed date, OMBEA reserves the right to charge the daily equivalent rental charge until such time that the Goods are fully returned/collected.
9.11. Lost and damaged Goods will be charged as follows: ResponsePads €30 each, ResponseLinks €200 each, RemotePads €45 each and Carry Cases €45 each. All prices are exclusive of VAT.
10.1. The Buyer shall hold in confidence all information concerning OMBEA's business and affairs that is provided which is designated as confidential or which by its nature is confidential. The Buyer shall not disclose such information to any third party and shall, immediately following OMBEA's request, return all such information.
11.1. Nothing in these terms and conditions or any Contract of Sale shall exclude or limit OMBEA's liability for: death or personal injury arising from OMBEA's negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be limited or excluded by law.
11.2. The warranties and conditions stated in these terms and conditions are in lieu of all other conditions, warranties or other terms that might be implied into or incorporated into these terms and conditions or any Contract of Sale whether by statute, common law or otherwise, all of which are hereby excluded to the extent permitted by law.
11.3. Subject to clause 11.1, OMBEA will not be liable to the Buyer under any statute or in contract, tort or otherwise for any:
(a) loss of profits, business revenue, business opportunity, contracts, goodwill and/or anticipated savings; and/or
(b) indirect or consequential loss or damage,
which arises out of or in relation to these terms and conditions or any Contract of Sale.
11.4. Subject to clause 11.1, the total aggregate liability to the Buyer under or in connection with these terms and conditions (whether such liability arises under any statute or in contract, tort or otherwise) shall be limited in each calendar year to €1,000.
12.1. The Buyer must not assign, dispose of or delegate any rights of obligations under these terms and conditions or any Contract of Sale without prior written consent.
12.2. Both the Buyer and OMBEA shall in all cases act as principal in respect of these terms and conditions and each Contract of Sale and will be responsible and liable for the acts and omissions of our respective employees and sub-contractors. The Buyer will also be responsible and liable to OMBEA for the acts and omissions of any end customers where those acts and omissions are in breach of these terms and conditions or any Contract of Sale.
14.1. We will not be liable to the Buyer for any breach of obligations under these terms and conditions or any Contract of Sale to the extent that the breach is due to circumstances beyond OMBEA's reasonable control, which shall include, without limitation, wars, acts of terrorism, labour disputes, shortages of materials or labour and problems with our sub-contractors.
14.2. No third party (which term includes end customers) shall have any rights under or in connection with these terms and conditions or any Contract of Sale by virtue of the Contracts (Rights of Third Parties) Act 1999.
14.3. If at any time any provision of these terms and conditions or any Contract of Sale is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision, or the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these terms and conditions or any Contract of Sale.
14.4. Any failure by OMBEA to enforce at any time any term or condition under these terms and conditions or any Contract of Sale shall not be considered a waiver of rights thereafter to enforce each and every term and condition of these terms and conditions and any Contract of Sale.
14.5. Any variation to a Contract of Sale will only be effective if the variation is recorded in writing and signed by an authorised representative of the Buyer and OMBEA. The variation will take effect from the date of last signature.
14.6. These terms and conditions and each Contract of Sale are governed by and shall be construed in accordance with English law and, except as set out in clause 14.7, the Buyer and OMBEA hereby submit to the exclusive jurisdiction of the English courts.
14.7. If the Buyer fails to pay on time for any monies due under these terms and conditions or any Contract of Sale then the Buyer acknowledges and agrees that OMBEA may bring a claim against you for non-payment in any jurisdiction in which the Buyer or their assets are located.