Shipping policy

 

1. Title And Risk

7.1 Risk in and responsibility for the Products shall pass to the Customer once they have been delivered to the carrier appointed to deliver the Products to the Delivery Point.

 

7.2 Subject to clause 7.4, ownership of the Products shall not pass to the Customer until UpScapers has received payment in full of all monies owed by the Customer to UpScapers.

 

7.3 Until ownership of the Products passes to the Customer, the Customer shall hold the Products on the following terms:

 

(a) the Products shall be stored separately from other goods held by the Customer and shall be clearly identifiable as the property of UpScapers;

 

(b) the Products shall not be mixed with other goods or altered in any way;(c) the Products shall be adequately stored and maintained in a satisfactory condition; and

 

(d) each Product shall be insured for an amount at least equal to its List Price and any proceeds of the insurance policy shall be held on trust for UpScapers in a separate account in the joint names of UpScapers and the Customer. The Customer shall not mix the insurance proceeds with any other money or pay the proceeds into an overdrawn bank account. The Customer shall account to UpScapers for the proceeds accordingly and make good any shortfall in the amount due to UpScapers.

 

7.4 The Customer may resell (but may not deal in any other way with) the Products to a third party and pass good title to that third party on the following terms:(a) the sale is in the ordinary course of the Customer’s business; and(b) the Customer holds the proceeds of any resale on trust for UpScapers in a separate account in the joint names of UpScapers and the Customer and does not mix them with any other money or pay the proceeds into an overdrawn bank account.

 

The Customer shall account to UpScapers for the proceeds accordingly and shall make good any shortfall in the amount due to UpScapers.

 

7.5 The Customer shall lose its rights to possession and resale of the Products if:(a) the Customer becomes subject to any of the events in clause 11.1(b) to clause 11.1(g); or(b) the Contract terminates and the Customer does not pay all outstanding amounts under the Contract within 30 days; or(c) the Customer suffers any legal or equitable execution to be levied on its property.

 

7.6 The Customer grants to UpScapers an irrevocable licence for UpScapers, its agents and employees to enter any premises where the goods of the Customer are stored to ascertain whether any Products are stored there and to inspect, count and recover them.

 

7.7 The Customer shall register any necessary charge over money or goods and take such other steps as are necessary to give effect to this clause 7 at the request of UpScapers.

 

1. Changes

8.1 UpScapers may, immediately on giving written notice to the Customer:(a) for any reason discontinue the production of any Products; and(b) alter the Specification of any of the Products, provided that the alteration does not materially adversely affect the performance or quality of the Products.

 

8.2 UpScapers may, on giving written notice to the Customer, elect to alter the Specification of any of the Products otherwise than in accordance with clause 8.1(b). Where the Customer has placed an Order and UpScapers has accepted that Order using an Order Confirmation, and the Specification of any of the Products contained in that Order are varied in accordance with this clause 8.2, the Customer may cancel the part of the Order that relates to the varied Products only.

 

8.3 UpScapers may, on giving written notice to the Customer, amend the Order Confirmation to exclude from the Contract one or more of the Products as it thinks fit otherwise than in accordance with clause 8.1(a). Where the Customer has placed an Order and UpScapers has accepted that Order using an Order Confirmation, and any of the Products contained in that Order are excluded from the Contract, the Order shall automatically be varied to exclude such excluded Products.

 

6.8 If the Customer does not make payment on or before the date on which it is due, interest shall be payable on the overdue amount at the rate which is the rate in force pursuant to the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time. Interest shall be payable at this rate both before and after any judgment is made against the Customer until the date on which payment in cleared funds is received in full, including all accrued interest.

 

6.9 The Customer shall make all payments due under the Contract without any deduction by way of set-off, counterclaim, discount or otherwise.

 

6.10 In the event that the Customer decides to return product to UpScapers, other than for reasons covered in clause 3 the customer shall:

 

(a) contact UpScapers to notify of an intended return.

 

(b) incur a 30% restocking charge, unless otherwise agreed with UpScapers.

 

(c) return goods in their original condition and in their original packaging. Any goods not returned in original condition and in original packaging may be subject to an additional restocking charge.

 

(d) be responsible for all return charges.

 

6.11 In instances where installation forms part of a quotation, the Customer will be required to pay a deposit to UpScapers prior to installation commencing. This deposit is non-refundable.

 

6.12 In instances where the Customer wishes to reserve stock with a view to receiving product more than 2 weeks after the date of order, the Customer will be required to pay a deposit to UpScapers at the point of order to hold stock or begin production where applicable. This deposit is non-refundable.