IQ Associates LLP Trading As Physique-IQ

Terms & Conditions of Sale

1. DEFINITIONS AND INTERPRETATIONS

1.1 In these conditions:- "Buyer" means the person who buys or agrees to buy the goods from the Seller ; "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the authorised representative of the Seller ; "Contract" means the agreement for the purchase and sale of the Goods; "Delivery Date" means the date specified by the Seller when the goods are to be delivered; "Goods" means the goods which the Buyer agrees to buy from the Seller specified on the order form to which these conditions are attached; "Price" means the price for the Goods excluding carriage, packing, insurance and VAT; "The Seller" IQ Associate LLP trading as Physique-IQ whose registered office address is at UHY Hacker Young St James Building, 79 Oxford Street, Manchester, M1 6HT; "VAT" means value added tax or any other purchase tax or levy replacing it from time to time.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to every Contract for the supply and installation of Goods by The Seller to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions and acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by The Seller.

2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not confirmed in writing.

2.5 Any typographical, clerical or other error or omission in any sales literature, quotations, price lists, acceptance of offer, invoice or other information issued by The Seller may be corrected by The Seller without any liability on its part.

3. ORDERS AND SPECIFICATIONS

3.1 The quantity, quality and description of any specification for the Goods shall be those set out in the Buyer's order (if accepted by the Seller).

3.2 The Seller may, from time to time, make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements; or, which do not materially affect the quality or fitness for purpose of the Goods.

3.3 No order which has been accepted by the Seller may be cancelled by the Buyer, except with the agreement in writing of the Seller. If the Buyer cancels he shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. THE PRICE

4.1 The Prices in the official confirmation are fixed for the duration of the contract. Any delay requested by the Buyer resulting in the Seller suffering material or labour cost increases prior to delivery will be recoverable by the Seller from the Buyer plus any attributable profit margin. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller, any change in delivery dates, quantities of specifications for the Goods which is requested by the Buyer, or any delay caused by instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.2. The Seller will charge a fee in relation to carriage and packaging on all orders dispatched to the Buyer, such fee will be quoted to the Buyer upon acceptance of the Buyer’s order by the Seller. Confirmation of the order by the Buyer signifies acceptance of this fee.

5. PAYMENT

5.1 Payment is due from the Buyer to the Seller prior to despatch of the Goods on a pro-forma basis. If a credit account is granted by the Seller then payment is due within 30 days of the date of the Seller’s invoice unless otherwise agreed in writing between the Buyer and the Seller.

5.2 The Seller may charge the Buyer interest (both before and after judgement) on any amount unpaid at the rate of 4% per annum above the Barclays Bank plc base rate from time to time (or the same rate of another clearing bank notified by the Seller to the Buyer) until payment is made in full.

5.3 The Seller may suspend further deliveries of Goods ordered by the Buyer in the event that payment is outstanding for Good previously despatched.

6. INTELLECTUAL PROPERTY

6.1 The specifications and designs of the Goods (including the copyright, design right and other intellectual property in them) shall as between the parties be the property of the Seller.

6.2 No right or licence is granted by this Contract to the Buyer under any patent, trademark, registered design or other intellectual property right, except the right to use or resell the Goods.

7. DELIVERY OF THE GOODS

7.1 Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

7.2 Where delivery is to take place outside the United Kingdom, the Buyer shall the Buyer shall be responsible for complying with any legislation or regulation governing the importation of the Goods into, and selling of the Goods in, the country of destination and is liable for all import duties and procedures thereof. For the avoidance of doubt, the Seller does not warrant that any products purchased by the Buyer comply with all statutory requirements and regulations relating to the sale of the Goods in any jurisdiction outside of the UK, including any infringement of trade mark or patent legislation and it is the sole responsibility of the Buyer to ensure compliance with such local legal requirements.

7.3 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly. Time for delivery shall not be of the essence of the Contract.

7.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

7.5 . If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled to arrange for the storage of the Goods and then notwithstanding the provision of Clause 8.1 of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage, insurance charges and any costs of re-delivery arising from such failure.

8. DAMAGED/MISSING GOODS

8.1 If, within five days of the Delivery Date, the Buyer shall discover that any of the Goods were missing, damaged or defective on delivery, such damage or defects being the responsibility of The Seller, then only the following provisions alone shall apply:-

8.1.1 The Buyer will notify The Seller in writing of the alleged damage or defect within those five days.

8.1.2 The Buyer will return, at the Buyer's cost, the damaged or defective Goods to the Seller for inspection.

8.2 If, in the sole opinion of the Seller, the damaged or defective Goods are not in accordance with this Contract and should be replaced by the Seller, due to the damage or defect being the responsibility of the Seller, the Seller will, within a reasonable time:-

8.2.1 replace or repair the damaged or defective Goods at its cost;

8.2.2 deliver the replacement Goods to the Buyer at its cosr.

8.3 If the Buyer requires an urgent replacement of missing, defective or damaged Goods and requests the Seller, in writing, to replace the Goods before the Goods have been returned to the Seller, then the following procedure shall apply:-

8.3.1 The Seller will deliver the replacement Goods within a reasonable time.

8.3.2 The Seller will send an invoice for the replacement Goods to the Buyer for the cost of the replacement Goods and delivery.

8.4 Upon the Buyer returning the defective or damaged Goods, if in the sole opinion of the Seller the returned Goods are damaged or defective so as not to be in accordance with this Contract and are the responsibility of The Seller, The Seller will issue a credit note to the Buyer for the invoice referred to in 8.2.2 ante and refund the return costs of the Buyer.

8.5 The Seller accepts no liability for any loss resulting from the Buyer’s failure to comply with the Sellers carrier requirements with respect to notification of damage, shortage or non delivery of Goods.

9. RETURNS

9.1 Returns of Goods supplied in accordance with Buyer’s orders cannot be accepted without the prior written consent of the Seller.

9.2 Where Goods returned to the Seller are not re-saleable they will not be considered for credit and will be destroyed by the Seller at the Buyer's expense in the interests of safety. A handling charge of up to 10% of the original value of the Goods returned by the Buyer may be charged by the Seller.

9.3. Returned goods must be sent carriage paid inclusive of insurance and any applicable duties.

10. TITLE AND RISK

10.1 The Goods shall be at the Buyer's risk as from delivery

10.2 In spite of delivery having been made, ownership of the Goods shall not pass from The Seller until:

10.2.1 the Buyer shall have paid the Price plus VAT in full; and

10.2.2 no other sums whatever shall be due from the Buyer to The Seller.

10.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

10.4 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that ownership in any of the Goods has not passed from The Seller to the Buyer.

10.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

10.6 The Buyer shall not pledge, or in any way charge by way of security for any indebtedness, any of the Goods which are the property of The Seller. Without prejudice to the rights of the Seller, if the Buyer does so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

10.7 The Buyer shall insure and keep insured the Goods to the full price against "all risks" to the reasonable satisfaction of the Seller until the date that the ownership in the Goods passes from the Seller and shall whenever requested by the Seller produce reasonable evidence of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

11. WARRANTIES AND LIABILITIES

11.1 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of representation, or any implied warranty, condition or other term , or any duty at common law, or under express terms of the Contract for any consequential loss or damage ( whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of The Seller, its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.

11.2 Where any valid claim in respect of any of the Goods is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller then the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

11.3 In the event of any claim arising out of the supply of the Goods by the Seller the remedies of the Buyer shall in all respects be limited to damages. The liability of the Seller shall not exceed the Price of the Goods.

11.4 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply of such Goods or the failure by the Seller to supply Goods which conform to the Contract.

12. GENERAL PROVISIONS

12.1 Any notice required to be served pursuant to this Contract shall be in writing and served by email to This e-mail address is being protected from spambots. You need JavaScript enabled to view it or such other address as the Seller may from time to time notify to the Buyer at the address provided upon placing its order.

12.2 Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract

12.3 The Seller may cancel this Contract at any time before the Goods are delivered by giving written notice to the Buyer. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Goods insofar as relating to price. The Seller shall not be liable for any loss or damage whatever arising out of such cancellation.

12.4 No waiver or forbearance by The Seller (whether expressed or implied) in enforcing any of its rights under this Contract shall prejudice its rights to do so in the future.

12.5 This Contract is only enforceable by the original parties to it and their successors and permitted assigns. Nothing in this Contract shall confirm on any third party any benefit or right to enforce any term of this instrument pursuant to the Contracts (Rights of Third Parties) Act 1999. This does not affect any right or remedy of a third party apart from the said Act.

13. PROPER LAW OF CONTRACT

13.1 The Contract shall be subject to the laws of England and Wales.

13.2 The Seller and the Buyer submit to the exclusive jurisdiction of the courts of England and Wales and irrevocably agree that proceedings issued out of the said courts may without prejudice to the rules of service of such courts be served on them by delivering such proceedings in an envelope addressed to the party to be served at the address for such party set out in the Contract.