Terms and Conditions

1.         These Terms and Conditions

These Terms and Conditions apply to you, as the buyer of goods from us, iRed Limited.

iRed Limited is a company registered in England and Wales, with company number 04260219, and whose registered office is at Unit 6, The Old Flour Mill, Queen Street, Emsworth, Hampshire PO10 7BT.

These Terms and Conditions were last updated in [July 2019].

2.         Overview

These are the Terms and Conditions that apply to you when you purchase any of our products (the “Goods”) on our website, ired.co.uk (the “Website”).

They describe the terms on which we will sell the Goods to you. In particular, we must deliver the correct Goods to the right place at the agreed time in good condition, and they explain our liability to you if we fail to meet these standards.

They also explain that you must pay us the correct price, and when legal ownership of the Goods passes from us to you. These issues are important for insurance and risk purposes, and so we have also included a clause to explain the position if Goods are damaged or delayed for reasons outside anyone’s control (including natural causes).

When you buy Goods from us, you buy as a business, and not as a consumer. We do not sell the Goods to consumers. As a result, any purchase made from our Website will not afford you any consumer rights.

3.         The Contract

3.1         When you place an order via our Website, this is your offer to buy the Goods from us on these Terms and Conditions, and you must make sure that the order (and any specification that forms part of your order) is correct.

3.2         When we send you an email confirmation, you have a binding contract with us, and these Terms and Conditions are part of it.

3.3         These Terms and Conditions are our entire agreement. No previous statements or representations that we have made to you form part of these Terms and Conditions unless they are written into it. This includes samples, drawings, advertising, catalogues and other promotional or descriptive material.

3.4         If we have given you a quotation for the Goods, it is only valid for 30 days from its issue date. It is not an offer to sell you the Goods.

3.5         If either of us needs to give the other a notice under these Terms and Conditions (a “Notice”), the Notice must be given properly to be effective. Clause 10.4 explains how to give a proper Notice.

4.         The Goods

4.1         The Goods are described in our sales documentation, on our Website. This sales documentation is intended as a guide only, and we will not be liable for any discrepancies between the Goods and the sales documentation.

4.2         If the Goods have been manufactured at your request or to any specification that you have supplied, you will pay for all liabilities, damages, losses and costs that we suffer from of any claim made against us for breach of someone else’s intellectual property rights. This applies even after these Terms and Conditions have ended.

4.3         We are allowed to change any of our specifications, or any specification that you have supplied, if this is necessary to comply with any regulations.

4.4         Goods that are not in stock with us and must be ordered in specifically for you are non-refundable, unless we state otherwise in writing.

4.5         Certain Goods supplied on our Website may be subject to legislative changes, including but not limited to drones and other unmanned aerial vehicles. If any such legislation comes into effect at any time, we shall not be liable for these Goods no longer being able to be used for their intended purpose.

4.6         For information on refunds of goods, please refer to our Returns Policy, which is incorporated into these Terms and Conditions and be found here .

Thermal Imaging Cameras

4.7         Where you order thermal imaging cameras from our Website, please note that these products are classified as dual use. A ‘dual use product’ is a controlled product and is subject to strict export regulations.

4.8         By purchasing thermal imaging cameras, you confirm that you do not intend to and will not export this item outside of the permitted reasons.

4.9         For further information on dual use products, please see the UK Government Guidance: https://www.gov.uk/guidance/controls-on-dual-use-goods

5.         Delivery of the Goods

5.1         We will give you a delivery note with each delivery of Goods. It will state the order date, the order reference number, the type and quantity of Goods, the storage instructions, and the outstanding balance of the order if we are delivering Goods by instalments.

5.2         With some Goods, we collect the packaging materials from you at our expense after delivery. In this case, we will explain the package collection arrangements on the delivery note, and you must follow them.

5.3         Delivery dates are approximate, and time of delivery is not of the essence.

5.4         We will deliver the Goods to the address you provide when placing your order, as soon as reasonably practicable following the placement of the order.

5.5         If you do not accept delivery of the Goods within 10 days of our Notice date, delivery will be completed at 9:00 am on the 10th day after the Notice date. We will then store the Goods and charge you for all storage and related costs (including insurance) until delivery actually takes place. If you have still not taken delivery after 10 days, we are allowed to sell the Goods (or some of them), in which case we will pay you any excess of the sale price over the price you owe us (less our storage and selling costs). If the sale price is below the price you owe us, we will charge you for the shortfall.

5.6         If we fail to deliver the Goods, our liability will be limited to your costs of obtaining replacements of similar type and quality at the cheapest available price, less the price of the Goods. We will not be liable for non-delivery if you give us inadequate delivery or other supply instructions.

5.7         We are allowed to deliver the Goods in instalments. If we do this, each instalment will make up a separate contract with its own invoice and payment arrangements. If an instalment is delayed, you may not cancel other instalments because of the delay.

6.         Warranty

6.1         We want you to be satisfied with the quality of the Goods and so we offer you the following warranty for 12 months from the delivery date:

6.1.1      the Goods are the same in all material respects as their description;

6.1.2      the Goods are free from material defects;

6.1.3     the Goods are of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

6.1.4      the Goods are fit for any purpose that we have specified.

6.2         If you discover that some or all of the Goods do not meet our warranty standards, we will either repair or replace them, or refund you the price of the defective Goods. This will only apply, however, if you have done the following:

6.2.1     given us Notice of the defect during our warranty period and within 3 days of discovering it;

6.2.3      given us a reasonable opportunity of examining the Goods, and

6.2.3      returned the Goods to us at our premises if requested.

This will not apply to Goods that are not in stock and must be specifically ordered in for you, unless we state otherwise in writing.

6.3         Our warranty does not apply if:

6.3.1      you continue to use the Goods after you have given us Notice of a defect;

6.3.2     the defect has arisen because you have failed to follow any written or oral instructions on the use, storage, installation, or maintenance of the Goods;

6.3.3     the defect arises because we followed your instructions, specifications, drawing or design;

6.3.4      you alter or repair the Goods without previously getting our written consent;

6.3.5     the defect is a result of fair wear and tear, negligence, abnormal storage or working conditions, or wilful damage;

6.3.6      changes have been made to the Goods to comply with applicable regulations.

6.4         Our warranty only applies on the terms of this clause, but it also applies on the same terms to any repaired or replacement Goods that we supply.

6.5         Sections 13-15 of the Sale of Goods Act 1979 are excluded to the extent that the law permits.

6.6         In respect of international orders of Goods (which, for the avoidance of doubt, shall include any order to be delivered outside the United Kingdom) (“International Orders”), we will assist with warranty claims. However, you acknowledge that the warranty may be locked in the particular region in which you are located, and you may be required to work with a local repair centre in order to remedy the defect in the Goods.

7.         Title and Risk

7.1         Risk in the Goods passes to you on completion of delivery. You should make sure that you insure the Goods from this time onwards.

7.2         Title in the Goods (which means full ownership of them) passes when you have paid us for them in full. Until the title passes, we will still own the Goods and you must treat them as follows:

7.2.1     store them separately from other goods so that they can be clearly identified as our property;

7.2.2     keep them in good condition and insure them against all risks at their full price from the delivery date. You must make sure that our interest in the Goods is noted on the policy. If you receive any insurance money for the Goods, you must hold it for us separately and not mix it with any other money;

7.2.3      do not remove or obscure any identifying mark or packaging;

7.2.4      give us any information about the Goods that we ask for.

You will be holding the Goods for us, but you are allowed to resell them in the ordinary course of business.

7.3         If anything listed in clause 8 happens, or we think it is reasonably likely to happen, before our title to the Goods has passed to you, we will want to protect our title and the Goods themselves. You must notify us of such circumstances immediately, but in any event we may ask you to deliver up the Goods to us; if you fail to do this straightaway, we will have the right to enter your premises and recover the Goods, or to enter premises owned by anyone who is storing the Goods and remove them. We will not have this right of entry, however, if you have sold the Goods or incorporated them into another product so that they can’t be separated.

7.4         This clause 7 will continue even after the rest of these Terms and Conditions come to an end.

8.         Price and Payment

8.1         The price of the Goods is stated in the quotation you receive from us, and also your order confirmation. It is exclusive of VAT, packaging, insurance and transport costs for which we will invoice you. Once the Goods leave our place of business, we are no longer responsible for any issues with delivery carriers or for any additional shipping charges or taxes.

8.2         We are allowed to increase the price, by giving you a Notice of increase up to 2 days before we deliver the Goods, to take into account any of the following:

8.2.1     factors beyond our control (examples include tax changes, foreign exchange fluctuations, increases in the costs of labour, manufacturing, and/or materials etc);

8.2.3     changes in delivery dates, or quantities, types, or specifications of Goods that you have asked for;

8.2.3     delay caused by you, or your supplying us with inadequate or inaccurate instructions.

8.3         You must pay our invoice in full within 2 days of our invoice date. Time of payment is of the essence. If you fail to pay on time, we may charge you interest 8.5% per annum above Bank of England’s base rate from time to time from the due date until payment, whether before or after any court judgment on the debt. The interest will be earned daily and you must pay it all with the overdue amount.

8.4         You are not allowed to hold back any payment due to us as a set-off or credit or counterclaim unless the law allows it. However, we may set off any amount you owe us against any amount we owe you.

8.5         In respect of International Orders, payment must be made ‘upfront’ or ‘pro forma invoice only’. We will only ship the Goods upon receipt of funds, and there shall be no obligation on us to ship the Goods until full payment has been made.

9.         Insolvency, Incapacity and Breach

9.1         If any of the events listed below takes place, or if we think that any of them is likely to happen and we send you a Notice, we may cancel or suspend delivery of the Goods under these Terms and Conditions and any other contract that we have with you, and you must immediately pay us all sums that you owe us for Goods delivered. We are also allowed to charge you a storage charge for any undelivered Goods.
The events are:

9.1.1     you stop, or threaten to stop, paying your debts (this includes your failure to pay us for the Goods on time as set out in clause 8);

9.1.2     you are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;

9.1.3     you negotiate with any creditors to reschedule your debts, or you enter into any arrangement or compromise with your creditors concerning your debts;

9.1.4     a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;

9.1.5     one or more of your creditors or charges of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;

9.1.6     a court application or order is made for the appointment of an administrator over you and your affairs;

9.1.7      you stop carrying on business, or threaten to do so;

9.1.8      (if you are an individual) you die or lose physical or mental capacity;

9.1.9      you materially breach these Terms and Conditions.

10.         Liability Limitations

10.1       We will not be liable to you for any loss of profit or any consequential loss arising from these Terms and Conditions, and our total liability to you under these Terms and Conditions will not exceed the price of the Goods.

10.2       These Terms and Conditions do not limit our liability for death, personal injury caused by our negligence, fraud, breach of the terms implied by section 12 of the Sale of Goods Act 1979, defective products under the Consumer Protection Act 1987, or any other matter that the law says we can’t exclude.

10.3       Neither party will be liable to the other for failure or delay in carrying out these Terms and Conditions which is caused by an event beyond our reasonable control, which we could not have foreseen or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, explosions, mechanical breakdown, natural disasters, malicious damage, or default of suppliers or sub-contractors.

10.4       It is your responsibility to ensure that any drones purchased from our Website will be used in accordance with applicable law and regulation. We will not be liable to you or any third party for your breach of this clause 10.4.

11.         General

11.1       We are allowed to assign, transfer, charge or sub-contract our rights and obligations under these Terms and Conditions, but you may not do any of these things unless we have previously agreed in writing that you can.

11.2       Nobody other than us and you may rely on any terms of these Terms and Conditions.

11.3       Changes to these Terms and Conditions may be made unilaterally by us by posting the updated Terms and Conditions on our Website.

11.4       If either party wishes to give a notice to the other under these Terms and Conditions, it must be given in writing and either delivered or sent by first class post to the other’s registered office (or another address specifically given to the sender for this purpose). Delivery by post will be regarded as completed by 9:00 am on the second day after posting. This arrangement does not apply to the service of any documents in legal proceedings.

11.5       Delay in exercising a right under these Terms and Conditions will not take away that right or any other right.

11.6       The parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to these Terms and Conditions or any breach of it.

11.7       Any dispute shall not affect the parties’ ongoing obligations under these Terms and Conditions.

11.14    These Terms and Conditions are governed by English law and the courts of England and Wales will have exclusive jurisdiction to deal with any disputes arising from it.

12.         Personal Data

12.1       Each party will comply with Data Protection Legislation when processing Personal Data as Controller or Processor and following a written request from the other party it will provide such documentary information as may reasonably be requested by either party to demonstrate such compliance.

12.2       If either party processes Personal Data as Processor, the following provisions shall apply:

12.2.1   Processor shall only process Personal Data in accordance with Controller’s documented instructions unless required to process such Personal Data for other purposes by applicable laws or regulatory authorities. In such circumstances, Processor shall provide notice to Controller unless the relevant law or regulatory authority prohibits the giving of notice on important grounds of public interest.

12.2.2   The provisions of Articles 28(3)(b) to 28(3)(h) inclusive of the GDPR shall be incorporated into these Terms and Conditions by reference and Processor shall comply with the express obligations of a processor as articulated in Articles 28(3)(b) to 28(3)(h) inclusive of the GDPR as so incorporated, provided that Controller may not instruct Processor to delete data that Processor holds on its own behalf as Controller; and (b) the requirements of Article 28(3)(b) of the GDPR shall not apply to persons that Processor is required by applicable laws or regulatory requirements to grant access to Personal Data.

12.2.3   Processor has primary responsibility to the relevant Data Subjects for the processing of such Personal Data and shall notify Controller of any assistance that Controller may require.

12.2.4   Controller provides a general authorisation to Processor to engage further Processors to process Personal Data upon and subject to the remaining provisions of these Terms and Conditions. A list of those further Processors (if any) will be available on demand, and Processor shall give Controller prior notice of any intended addition to or replacement of those further Processors by updating that list. If Controller reasonably objects to a change to this list and has the right to object to such change pursuant to the express terms of the Data Protection Legislation, Controller may (within 30 days of such change) escalate any reasonable objection to the relationship manager for discussion. Processor shall only engage Processors where they meet the requirements of Article 28(1) of the GDPR and where Processor considers them to be capable of providing the levels of protection for Personal Data required by these Terms and Conditions. Processor will monitor and review the performance of all such Processors regularly and Processor shall by liable for the acts and omissions of such Processors as if they were the acts and omissions of Processor.

12.3       Each party may transfer Personal Data outside of the European Economic Area only where it has a lawful basis for that transfer under Articles 44 to 49 (inclusive) of the GDPR.

12.4       Each Party shall notify the other promptly and without undue delay on becoming aware of a Personal Data Breach.

12.5       Each party shall reimburse the other for all legal and other costs, incurred in connection with any Personal Data Breach and any associated remedial action (including without limitation any costs associated with the investigation of the issue, notifications to affected individuals, regulators and other activities undertaken to remedy or minimise the impact of the breach). Where any Personal Data Breach occurs (either as Controller or Processor), the breaching party shall (at its own cost) take such actions as are reasonably required to remedy, or where that is not possible, to mitigate as much as possible the effects of the Personal Data Breach, including making any required notifications to affected Data Subjects and any applicable regulators.

12.6       Insofar as either party is a Controller in relation to Personal Data, that party shall:

12.6.1   provide to the other a privacy notice in relation to the Personal Data it processes under these Terms and Conditions that complies with the requirements of the Data Protection Legislation, along with a link to the same, and either:

(i)           incorporate a summary of the notice and a link to it in its own privacy notice to relevant Data Subjects; or

(ii)           provide such notice directly to the affected individuals; and

12.6.2   immediately notify the other party in writing if it receives any complaint, notice or communication which relates to the processing of such Personal Data, and provide the other party such information and co-operation as the other may reasonably require in relation to the matter.

12.7         Definitions:

12.7.1    “Data Protection Legislation” means:

(1)          national laws implementing the Data Protection Directive (95/46/EC) and the Directive on Privacy and Electronic Communications (2002/58/EC); and

(2)          the General Data Protection Regulation (2016/679) (GDPR); and

(3)          any other similar national privacy law; as applicable from time to time; and

12.7.2        “Controller”, “Data Subject”, “Processor”, “Personal Data” and “Personal Data Breach” in these Terms and Conditions shall have the meanings as defined in Data Protection Legislation.