These terms and conditions are between He-Man Dual Controls Limited a company registered in England and Wales, with company registration number 00255130 (we, us or our) and you, being the person or entity stated in the Quote (you or your), together the Parties and each a Party.
Our Contact Details:
Address: Unit J, Centurion Business Park, Bitterne Road West, Southampton, England, SO18 1UB
Phone: 023 8022 6952
Email: mail@he-mandualcontrols.co.uk
1. Acceptance
1.1 You have requested the Goods and Services set out in the Quote, and you are taken to accept these Terms by the earlier of:
(a) signing and returning the Quote to us;
(b) accepting the Quote online or sending an email to us accepting the Quote (expressly or impliedly); and
(c) making part or full payment of the Price (including any deposit).
2. Supply of Goods and Services and Services
2.1 In consideration of your payment of the Price, we will supply the Goods and Services in accordance with these Terms and all applicable Laws, whether ourselves or through our Personnel.
2.2 If these Terms express a time within which the Goods and Services are to be supplied, we will use reasonable endeavours to provide the Goods and Services by such time, but you agree that such time is an estimate only.
3. Delivery, Title and Risk
3.1 Title in the Goods will only pass to you on the date that you pay the Price in full in accordance with these Terms.
3.2 Until such time as title in the Goods has passed to you pursuant clause 3.1, you must not allow any other person to have or acquire any security interest in the Goods, unless with our prior written consent.
3.3 If the Quote indicates that we are responsible for delivering the Goods and Services to you, we will use reasonable endeavours to deliver the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once we have delivered the Goods to the agreed delivery location. You will be responsible for the costs of delivery.
3.4 If the Quote indicates that you are responsible for collecting the Goods from us or you arrange your own carrier, you (or the carrier) must collect the Goods by the time agreed between the Parties, and risk in the Goods will pass to you once you or the carrier have collected the Goods from the agreed collection location. You will be responsible for the costs of collection.
3.5 Where Goods are supplied to you without payment in full, you:
(a) are a bailee of the Goods until title in them passes to you;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Goods; and
(c) must not allow any other person to have or acquire any security interest in the Goods without our prior written consent.
4.1 You agree to pay us the Price and any other amounts due under these Terms in accordance with the Payment Terms.
4.2 You agree that we may vary the Price at any time by giving written notice to you (including by updating the Price in any subsequent Quote). Where we vary the price more than one time in a calendar year, we will do our best to provide you with 30 days’ written notice (including by updating these Terms. You should check the pricing in each Quote and these Terms, as they may change each time a Quote is issued.
4.3 Quotes are valid for acceptance for the period specified in the Quote, or if none is specified, for 30 days’ from the date of issuance of the Quote.
4.4 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):
(a) after a period of 5 Business Days from the relevant due date, cease supplying the Goods and Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs);
(b) charge interest at a rate equal to the Bank of England’s base rate, from time to time, plus 4% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms; and/or
(c) enter any premises where the unpaid Goods and Services are stored or held, for the purpose of retrieving and taking possession of those Goods and Services, and you agree to provide any access, items and consents required to enable us to do so.
4.5 VAT: All amounts payable by you under these Terms are exclusive of amounts in respect of any taxes, including sales, use or value added tax chargeable from time to time (VAT), unless otherwise stated. Where any taxable supply for VAT purposes is made under these Terms by us to you, you agree, on receipt of a valid VAT invoice from us, to pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Goods and Services at the same time as payment is due for the supply of the Goods and Services.
5. Returns and Refunds
5.1 We offer refunds for Goods for change of mind in accordance with this clause 5.
5.2 Subject to clause 5.5, you have 30 days after the day you (or someone you nominate receives) the Goods, to change your mind. Where the Goods are split into several deliveries over different days, you have until 30 days after the day you (or someone you nominate receives) the first delivery, to change your mind.
5.3 If you are exercising your right to change your mind under this clause 5 you must:
(a) return the Goods in their original packaging, with all of the parts the Goods included, in their original and a re-saleable condition; and
(b) contact our sales team by either a telephone call to 023 8022 6952, or an email to sales@he-mandualcontrols.co.uk.
5.4 If you are exercising your right to change your mind under this clause 5, and the reason for doing so is due to the Goods being faulty, you must supply us with:
(a) a photograph or video of the Goods which clearly shows the defect; and
(b) where applicable, a photograph or video of the serial number of the Goods.
5.5 Where you don’t have the right to change your mind: You do not have a right to change your mind in respect of:
(a) Goods that are bespoke or manufactured for any specifications that you request;
(b) Goods that are made to order; and
(c) where the quantity of Goods you order exceeds typical production levels (as determined by us) and bespoke manufacturing is required.
5.6 We will charge a £30 (excluding VAT) restocking and administrative fee for any returns which will be deducted from any refund you receive in accordance with this clause 5.
5.7 All refunds will be processed to the original method of payment. Refunds may be processed via the following methods and timelines:
(a) bank transfer within 10 days from the day on which we receive the relevant Goods back from you;
(b) card refunds within 10 days from the day on which we receive the relevant Goods back from you;
(c) Shopify (online orders) within 10 days from the day on which we receive the relevant Goods back from you; and
(d) cash will be refunded to you in accordance with clause 5.8.
5.8 We will only make cash refunds in person at our office. You must bring a form of photo identification and provide us with at least two business days’ notice for the date you want to receive your cash refund.
6. Product Warranty
We offer a warranty in respect of certain Goods, being the Dual Controls, on the terms set out in Attachment 1.
7. Warranties and Representations
7.1 Each Party represents and warrants that:
(a) it has full legal capacity, right, authority and power to enter into these Terms, to perform its obligations under these Terms, and to carry on its business; and
(b) these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms.
7.2 You represent and warrant that:
(a) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
(b) no insolvency events (including but not limited to bankruptcy, receivership, individual voluntary administration, company voluntary arrangement, liquidation or creditors’ voluntary liquidation, creditor’s schemes of arrangement) affecting you or your property are occurring or are likely to occur.
8. Confidential Information
8.1 Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 8.1(c));
(b) to protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
(c) to only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with these Terms, provided those Personnel keep the Confidential Information confidential in accordance with this clause 8; and
(d) to only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.
8.2 The obligations in clause 8.1 do not apply to Confidential Information that:
(a) is required to be disclosed for the Parties to comply with their obligations under these Terms;
(b) is authorised in writing to be disclosed by the Disclosing Party;
(c) is in the public domain or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or
(d) must be disclosed by Law or by a regulatory authority, including under a summons, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.
8.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 8. A Party is entitled to seek an injunction, or any other remedy available at Law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 8.
8.4 This clause 8 will survive the termination of these Terms.
9. Privacy
9.1 Each Party agrees to comply with all Applicable Data Protection Law with respect to the transfer or processing of any Personal Data in connection with these Terms.
9.2 Where you transfer any Personal Data to us in connection with these Terms, you represent and warrant that you have all rights and consents that are necessary to transfer such Personal Data to us, and our use of such Personal Data to supply the Goods and Services will not infringe the privacy rights of any third party.
10. Liability
10.1 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1, but despite anything to the contrary, to the maximum extent permitted by Law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any liability under these Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the negligent or unlawful acts or omissions of, or breach of these Terms, by the other Party; and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to 100% of the Price under the relevant Quote.
10.3 We have given commitments as to the compliance of the Goods and Services with these Terms and applicable Laws in clause 2.1. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.
10.4 This clause 10 will survive the termination or expiry of these Terms.
11. Term and Termination
11.1 These Terms will operate for the Term.
11.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.
11.3 Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Goods and Services;
(b) any payments made by you to us for Goods and Services already supplied are not refundable to you;
(c) you are to pay for all Goods and Services supplied prior to termination, including Goods and Services which have been supplied and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
(d) by us pursuant to clause 11.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees);
(e) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 8; and
(f) you agree to promptly return (where possible), or delete or destroy (where not possible to return), any documentation, information or material provided to you by us that is in your possession or control.
11.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
11.5 This clause 11 will survive the termination or expiry of these Terms.
12. General
12.1 Amendment: These Terms may only be amended by written instrument executed by the Parties.
12.2 Assignment: Subject to clauses 12.3 and 12.14, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
12.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
12.4 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a Party to it.
12.5 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by The Centre for Effective Dispute Resolution.
12.6 Entire Agreement: These Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
12.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
12.8 Governing Law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
12.9 Intellectual Property: Nothing in these Terms constitutes a transfer or assignment of one Party’s Intellectual Property Rights to the other Party.
12.10 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
12.11 Publicity: Despite clause 8, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Goods and Services to you, including on our website or in our promotional material.
12.12 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
12.13 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
12.14 Subcontracting: We may subcontract the supply of any part of the Goods and Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.
13. Definitions
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:
Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with these Terms, including without limitation, the Data Protection Act 2018.
Business Day means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and public or bank holidays.
Commencement Date means the date these Terms means the date these Terms are accepted in accordance clause 1.1.
Confidential Information means information which:
(a) is disclosed to the Receiving Party in connection with these Terms at any time;
(b) relates to the Disclosing Party’s business, assets or affairs; or
(c) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss”.
Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.
Dual Controls means additional driving control systems installed in vehicles, including but not limited to secondary pedals and associated mechanisms.
Goods and Services means the Goods and Services to be supplied as set out in the Quote, as adjusted in accordance with these Terms.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Goods and Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
Personal Data has the meaning given to it in the Data Protection Act 2018.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Price means the price set out in the Quote, as adjusted in accordance with these Terms.
Quote means the quote that these Terms are attached to.
Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.
Terms means these terms and conditions and the Quote (attached to these Terms), and any other document incorporated by reference.
14. Interpretation
In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to “Goods and Services” or “Goods or Services” includes “Goods and/or Services”, as the context requires;
(c) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(d) a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in England; and
(h) a reference to £ or pounds refers to the currency of the UK from time to time.
ATTACHMENT 1 – DUAL CONTROLS WARRANTY
In this Warranty:
1.1 Subject to the terms of this Warranty, from the date of purchase of the Dual Controls from us (Warranty Period), the Dual Controls prove defective by reason of improper workmanship, we will repair or replace the Dual Controls or issue a full or partial refund to you with respect to any amount paid for the defective part (or all) of Dual Controls.
1.2 If any materials, parts or features required to facilitate any repair or replacement pursuant to clause 1.1 are unavailable or no longer in production, or your model of Dual Controls is no longer available or in production, we will use our best endeavours to use appropriate equivalent materials, parts, features or model.
2 Making a valid warranty claim
2.1 To claim the benefit of this Warranty, you must:
(a) notify us by email as soon as you become aware that the Dual Controls are defective, and in any event, within 14 days of when you become aware that the Dual Controls are defective, with evidence of proof of purchase of the Dual Controls is from us and a description and photographs of the claimed defect;
(b) allow us sufficient access to your property to inspect the Dual Controls;
(c) if we ask you to, you must return to return the Dual Controls together with all packaging, parts, accessories and documentation to the contact details set out below; and
(d) provide any other information reasonably required by us to assess your claim.
2.2 Where you return the Dual Controls as part of a Warranty claim, you will need to cover any associated delivery costs of you returning the Dual Controls to us. We recommend using a trusted and tracked delivery method to return the Dual Controls to us.
2.3 Where we accept your claim under this Warranty, clause 1.1 will apply.
3 When this warranty applies and when it does not
3.1 This Warranty only applies where:
(a) the Dual Controls are installed by us or any of our approved agents (Installers), and not any other third party; and
(b) the cable in the Dual Controls is changed at least once every 12 months by us or the Installer (and not any other third party). It is your responsibility to ensure you arrange for the Dual Controls to be changed at least once every 12 months.
3.2 This Warranty does not cover any defect which is caused (or partly caused) or contributed to, by any:
(a) act or omission, accident, or negligence by you or any third party not engaged by us (including any third party installer of the Dual Controls);
(b) failure on your part to follow any instructions or guidelines (including any manual) provided by us or the Installer in relation to the Dual Controls or properly maintain the Dual Controls in accordance with any of our instructions or guidelines (including any manual);
(c) use of the Dual Controls otherwise than for any application or use specified by us or the Installer;
(d) continued use of the Dual Controls (where such use is not reasonable) after any defect in the Dual Controls becomes apparent or would have become apparent to a reasonably prudent person;
(e) incorporation or installation of fixtures, appliances, or other items into the Dual Controls;
(f) failure by you to notify us of any defect in the Dual Controls within a reasonable period of time after you become aware of or ought to have reasonably become aware of the relevant defect;
(g) reasonable wear and tear;
(h) act of God or force majeure event (including but not limited to war, riot, invasion, act of terrorism, contamination, earthquake, flood, fire, or other natural disaster, or any other event or circumstance beyond our or the Installer’s reasonable control); or
(i) installation, repair, replacement, maintenance, altering, overhauling or otherwise compromise of the Dual Controls by you or any person other than us or the Installer.
4 General
4.1 Terms and Conditions prevails: This Warranty is subject to our Terms and Conditions, and in the event of any inconsistency or ambiguity between this Warranty and our Terms and Conditions, our Terms and Conditions will prevail.
4.2 Governing Law: This Warranty is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
4.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Warranty, nothing in this Warranty confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
4.4 No Assignment or transfer: This Warranty or the benefit under this Warranty cannot be assigned or transferred to any other person or third party.
4.5 Severance: If any provision of this Warranty is held to be void, invalid or illegal or unenforceable in any jurisdiction, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or part of that provision) will be severed from this Warranty without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Warranty.
5 Definitions
Dual Controls means additional driving control systems installed in vehicles, including but not limited to secondary pedals and associated mechanisms.
Installer means any agents that are approved by us to install the Dual Controls.
Warranty means the warranty set out in this Attachment 1.
Contact us for further details:
He-Man Dual Controls Limited
Unit J, Centurion Business Park, Bitterne Road West, Southampton, England, SO18 1UB
023 8022 6952