Terms & Conditions
Micro Matic AS
We amend these Terms from time to time as set out in clause . Every time you wish to order Products please check these Terms.
General sales and delivery conditions
A. General introduction
A.1 This is a statement of the terms and conditions (the ”Terms”) according to which Micro Matic AS (”MMAS” or ”we” or ”us”) will sell products and services from this website http://micro-matic.co.uk (the ”Website”).
A.2 These Terms will apply to any contract between us for the sale of Products ordered from MMAS via the Website. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms you will not be able to order any Products from the Website.
A.4 MMAS is a company registered in Denmark with its legal address at: Holkebjergvej 48, DK-5250 Odense SV, Denmark. MMAS’s email address is Micro-matic.co.uk with telephone number +44 (1254) 669 700. MMAS’s VAT registration number is GB268191184.
A.5 It is only possible to place orders through the Website by first registrering an account with MMAS. By registering an account the user (the ”Buyer” or ”You”) accepts that any orders placed by the Buyer using theWebsite will be subject to these Terms and that the person using the Website has authority to bind the Buyer to purchase the Products. The Buyer also confirms that any orders placed though the Website are for purposes relating to the Buyer’s trade, business, craft or profession and that the Buyer therefore is not entitled to legal protection available to consumers (including but not limited to the Consumer Rights Act 2015 or subsequent amendments hereto or implementation of similar legislation).
B. Basis of Contract
B.1 A contract for the purchase of any product (”Product”) from MMAS via the Website is created as follows:
• The Buyer places an order (”Order”) on the Website by pressing an order confirmation button ("Checkout") at the end of the checkout process: If the Product in question includes content selected or designed by the Buyer it is a "personalised product"; if it is a standard product which does not include any content selected or designed by the Buyer it is a "non-personalised product". Our Order process allows you to check and amend any orders before Checkout.
• By so confirming the Order, the Buyer agrees to purchase the selected Product(s) on these Terms.
• Payment for the Order is effected by means of the payment method nominated by the Buyer. The Buyer can pay for Products ordered through the Website using credit card, debit card or any other payment method which MMAS makes available to the Buyer at the time of the Buyer placing the Order.
• MMAS will dispatch a "Thank you for your Order" email detailing your order, and other information MMAS must provide to the Buyer.
• MMAS will in due course dispatch an email confirming the despatch date of the Order (”Despatch Confirmation”). The Contract between us will only be formed when we send you the Despatch Confirmation.
B.2 MMAS reserves the right to reject an Orderfor any reason whatsoever to bar or prevent any Buyer, email address or other identifier from making purchases or otherwise interacting with MMAS through the Website. If your order is rejected, we will contact you to confirm this and reverse the payment you have made for that order.
B. 3 MMAS supply the Products for internal use in the business of the Buyer and you agree not to use the Products for resale purposes.
C. Personalising products
C.1 MMAS assumes no liability for the correctness or quality of any content you have contributed to AS for inclusion in a personalised product. C.2. By uploading, posting or contributing any content for the purpose of MMAS producing a personalised product the Buyer grants to MMAS a royalty-free, worldwide non-exclusive license, perpetual and irrevocable licence to use, copy, distribute, modify or sublicense such content to the extent necessary for MMAS to produce the ordered personalized product. The Buyer further warrants to MMAS that such content (“Buyer’s Content”)
· is either owned by the Buyer or that the Buyer is fully licensed by the copyright owner to include such content in the customised product;
· does not infringe any other rights, such as a trade mark, of any person or entity or a duty owed to any person or entity, such as a duty of confidentiality;
· does not contravene any applicable law (including, without limitation, any criminal law) or regulation;
· is not offensive, abusive, threatening or defamatory or that such content might cause needless annoyance, inconvenience or distress to any person;
· does not impersonate any person;
· does not include any material containing personally identifying information about any other person;
· does not contain material that is pornographic, obscene, indecent or offensive, or which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or that might incite hatred or violence against any person or group;
· does not harass, upset, embarrass or alarm any person;
· does not give the impression that it emanates from or has been approved by MMAS; and
· does not advocate, promote or assist any unlawful act.
C.3 The Buyer undertakes to indemnify MMAS and any of its officers, employees or servants and to keep then indemnified from and against any and liability, costs, or damage, any and all claims, lawsuits, actions or causes of action of whatsoever kind or nature, wherever they may occur, directly or indirectly including but not limited to reasonable professional fees and other costs, resulting from any claim or finding of infringement or alleged infringement of any intellectual property rights or whatsoever kind or nature in any country arising out of the use, sale, production, offering for sale or possession of any Product manufactured by MMAS using the Buyer’s Content.
D. Product information
D.1 Information, technical data, inventory and prices on MMAS’s products stated in catalogues, leaflets, the Website and other written material are only to be considered as approximate and not binding on MMAS unless a prior written agreement explicitly states otherwise.
D.2 All drawings and technical specifications handed over to the Buyer prior to or after the Buyer placing an Order (”MMAS Material”) remain MMAS’s property and returned to MMAS on demand. MMAS Material must be used or copied by the Buyer without MMAS’s written permission, neither must it be reproduced, handed over nor brought to the knowledge of a third party for another purpose than the performance of any agreement made.
D.3 MMAS is not responsible for the Buyer's selection of the Product, including compatibility of the product, its use and results, unless a prior agreement is made in writing in such respect.
D.4 MMAS undertakes no responsibility for the Buyer's selection of potential supplementary equipment and service requested for use with the Product as well as application and results of same.
D.5 MMAS reserves the right to modify its Products without notice as far as such modifications do not cause major restrictions of the applications.
D.D6 The Buyer acknowledges that in entering into this Contract it does not rely on any statement, representations, assurance or warranty that is not set out in these Terms.
E. Pricing of products
E.1 All prices shown on the Website are inclusive of UK Value Added Tax but exclusive of any additional charges such as import taxes or duties which are payable by the Buyer. The Buyer must comply with all applicable laws and regulations of the country for which the Products are destined if outside the UK.
E.2 For most Products, prices are shown exclusive of delivery and packaging charges; these will be shown separately at the checkout stage before placing an order. In some cases, prices shown may include postage and packaging. If this is the case this will be clearly stated on the Website.
E.3 Until delivery of the Product(s) ordered MMAS is entitled to increase the price by an amount equal any to increase in the cost of the Products that is due to:-
(a) price increases made by MMAS’s sub-contractors, or due to or arising from changes of rates of exchange, political events, direct or indirect taxes or other conditions which MMAS cannot control; or
(b) any request by the Buyer to change the Products or the Buyer’s failure to give adequate instructions for personalised products.
F.1 Delivery of an Order shall be completed when the Product is delivered to the address given in your Order and the Product will be at the Buyer risk from that time.
F.2 Expected delivery times and charges will differ depending on the Products being ordered.
F.3 Neither MMAS, nor any delivery service that MMAS uses, shall be liable for any failure to perform services or deliver Products where such failure or delay results from the Buyer’s failure to provide adequate delivery instructions or from any event outside MMAS’s control (as defined in clause N)
F.4 If delays should occur in acordance with clause F3, and if, at the Buyer's request, MMAS cannot state a delivery period, the Buyer has the right to cancel the Order and demand reimbursement of any (pre)payment made, provided that the products are not Personalised Products
G. Payment and retention of title
G.1 Title in and to any products delivered by MMAS pursuant to Orders placed through the Website shall remain vested in MMAS until full payment has been received by MMAS of all amounts due in connection with the respective Order without prejudice to such other rights as MMAS may have against the Buyer in the event of non-payment.
H. Intellectual property rights
H.1 All intellectual property rights to Products ordered from MMAS’s through the Website together with all material delivered in such respect belongs to MMAS.
H.2 The Buyer has no right without MMAS’s written consent to grant third parties any knowledge of technical or commercial information, which according to its nature is confidential or which MMAS at the time of the Buyer placing an order or later has stated as confidential.
I. Returns and refunds
I.1 Immediately upon receipt and prior to mounting or installation of the Product the Buyer shall inspect the Products thoroughly to ensure that thee are conforming with and delivered according to the Order. If the Buyer is of the opinion that the Products sold do not conform to the order placed as to quantity or description, the Buyer must immediately and not later than 8 days from Delivery notify MMAS if the Buyer will so rely on the nonconformity.
I.2 If within 3 months from the time of Delivery the Buyer has not made a a written notice of lack of conformity, the Buyer is in all respects deemed to have accepted the Products.
I.3 Personalized products - If a purchase entitles a Buyer to a refund, MMAS will reimburse the price paid for the product(s) onto the credit or debit card used at the time of placing the order. Alternatively, MMAS may at its discretion repair the product or otherwise redress. Refunds will not be made where the fault is the result of the Buyer’s own action such as product misuse or the misspelling or uploading images of low resolution or size in the event of personalized products.
I.4 Non-personalised products - Some of the products sold by MMAS through the Website are non-personalised. The right to cancel a contract and return a product as described in the paragraph above does not apply to any personalised products.
1.5 The Buyer has the right to cancel the contract for the purchase of a non-personalised product, provided the Buyer notifies MMAS of the cancellation by using our contact form [insert hyper-link] no longer than 14 days after the day following the day on which the product is delivered. The Buyer must return the unused non-personalised product to MMAS within 14 days of notification of the cancellation, and the Buyer must pay the cost of returning the product to MMAS’s nominated address. MMAS will refund the purchase price paid for the product and its standard delivery charges (but not any expedited, tracked or other special delivery charges the Buyer may have chosen to pay) within 14 days of its return. However, if the value of the product has been reduced by any handling of it beyond what is necessary to check whether the product is as expected, MMAS is entitled to deduct an amount to reflect that reduction in value from the sum MMAS refunds to the Buyer. Note that the value of a product may be reduced to nothing if its seal (or similar) is broken. Please follow any returns procedure for non-personalised products as specified by MMAS from time to time.
K. Limitation of Liability
K.1. MMAS is only liable for breach of warranty in clause L if Buyer has used the Products as prescribed and in a sound manner, and according to MMAS’s directions, if any. MMAS’s liability is limited to defects in the Products which MMAS’s own goods and not to defects or faults that arise in connection with MMAS’s goods being incorporated in or to those of others.
K.2. In no circumstances is MMAS liable whether in contract, tort (including negligence) breach of statutory duty or otherwise for any loss of sales, business or revenue, loss of goodwill, time, profit margin or any indirect or consequential losses suffered by Buyer or Buyer’s customers or other users of MMAS’s Products. The Buyer may not claim compensation to cover the costs incidental to dismounting and remounting the objects or installations, in which the Products might be incorporated, even if the Buyer is entitled to reject the Product pursuant to clause L.1.
K.3. To the extent that MMAS is held liable towards third parties, the Buyer must indemnify MMAS harmless to the extent such liability exceeds the limits set out in these Terms.
K.5. MMAB’s total liability to the Buyer shall in no circumstances exceed 50 per cent of the price of the products proven to be supplied in breach of warranty in clause L.
L. Product warranty
L.1. Subject to clause L6 and K1 MMAS warrants that on Delivery and for a period of 24 months from the date of delivery the Products will conform in all material respects with their description on the Website and be free from material defects. Except as expressly stated in these Terms MMAS do not give any representations, warranties or undertakings in relation to the Products.
L.2 The warranty in clause L.1 does not apply to any defect in the Products arising from
(a) fair wear and tear
(b) it being changed or serviced by any other than MMAS or a repair operative referred by MMAS, or if the product has suffered abuse,
(c) its use for purposes contrary to MMAS’s directions or purposes for which the products are not intended,
(d) any specification supplied by the Buyer
L.3 Notwithstanding the above clause L.1, provided that the Buyer gives written notice of any defects no later than 8 days after the defects emergence/the Buyer becoming knowledgeable of the defects, MMAS shall remedy any products showing defects within 24 months from the delivery time in accordance with clause L4.
L.4. MMAS may at its discretion elect to remedy by adjustment, repair or replacement of the Products or the defective parts.
L.5. These Terms shall apply to any repaired or replacement Products supplied by MMAS.
L.6 The terms implied by Section 13 to 15 of the Sale of Goods Act 1979 all to the fullest extent permitted by law excluded from the contract.
L7 If MMAS does not comply with its obligations in clause L4 within a reasonable time, the Buyer may demand a proportional deduction of the defective product’s purchase price. However, the deduction may not exceed 20 % of the purchase price for the whole Product. Alternatively, the Buyer may choose to arrange for a third party to remedy the Product. In which case MMAS will refund the Buyer’s expenses in this respect, provided that the expenses does not exceed 20 % of the purchase price for the whole Product, of which the defective part forms part.
M. Product Liability
M.1. Nothing in these Terms excludes or limits material liability for death or personal injury caused by MMAS’s negligence.
M.2. In the mutual relations between MMAS and the Buyer, MMAS excludes any liability for commercial property damage that may be attached to MMAS’s goods. If MMAS is met with claims for damages for commercial property damage from the Buyer’s customers, their customers or other later users of MMAS’s goods, the Buyer shall indemnify MMAS for any such claim and cover MMAS’s reasonable costs for any defence against any such claims.
N. Events outside MMAS’s control
N.1. In case of Events outsider MMAS’s control MMAS is released from its obligations as long as those events exist. An event outside MMAS’s control includes but is not limited to if MMAS or MMAS’s sub-contractors are prevented from performing agreements governed by these Terms as a consequence of adverse weather conditions (such as snow, flood and extreme winds), fire, explosion, accident, traffic congestion, obstruction of any private or public highway, riot, terrorism, act of God, or industrial dispute or strike war, civil war, insurrection, terror actions, public restrictions, import or export bans, catastrophes of nature of any kind as well as extensive or local industrial conflicts, fire, power failure, computer viruses or alike.
O.1 If any of these Terms is found to be invalid this shall not affect the validity of the remaining provisions which shall remain fully enforceable. MMAS’s failure to act with respect to a breach of these Terms by the Buyer or others does not waive MMAS right to act with respect to subsequent or similar breaches.
O.2 Only the Buyer and MMAS shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
O.3 MMAS reserves the right to change these Terms from time to time, and post the new version on the Webste. The new version of these Terms will take effect either: i) 28 days after the date of posting (or such later date as indicated in the relevant posting), where any of the changes is to an operative provision of these Terms which is capable of adversely affecting the Buyer’s Order, or ii) immediately upon the date of posting (or such later date as indicated in the relevant posting), if the changes are not reasonably capable of adversely affecting the Buyer’s Order.
O.4 MMAS does not separately file these Terms as entered into by Buyers when they register for the Website. MMAS assumes no liability for the Buyer failing to make a durable copy of these Terms by printing and/or saving a downloaded copy on the Buyer’s own computer. The Terms are offered in English only.
P. Governing Law and Disputes
P.1. These Terms and each order and purchase of a Product from MMAS shall be governed by English law.
P.2. The Buyer and MMAS each submits to the non-exclusive jurisdiction of the English courts in relation to disputes arising in connection with these Terms, and any Order for or purchase of a Product.