Terms & Conditions
Application and entire agreement
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from Count Up LTD a company registered in England.
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.
7. The description of the Goods is set out in our website/sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after consultation where you are able to terminate the order.
12. You may be entitled to discounts. All discounts will be at our discretion.
13. Prices are exclusive of delivery.
14. Prices are exclusive of any applicable VAT.
Cancellation and alteration
15. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
16. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quote.
17. We will invoice you for the Price either:
a. on or at any time after delivery of the Goods; or
b. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection, or we have tried to deliver them.
18. Payment must be made by the end of the month following invoice.
19. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you "statutory interest" at the rate of 8% plus the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
20. Time for payment will be of the essence of the Contract between us and you.
21. All payments must be made in British Pounds unless otherwise agreed in writing between us.
22. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
23. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
24. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
25. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 6 pm.
26. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage, and insurance; and / or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
c. after 30 business days, resell or otherwise dispose of part or all the Goods and charge you for any shortfall below the price of the Goods.
27. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
28. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
29. You must inspect the Goods on delivery or collection.
At Count Up we want all our customers to be happy with your purchases. If there are any issues, please contact us via email within 14 days of receiving goods.
Goods returned must be unused and unopened. Bespoke items will only be refunded if faulty. Until they are received by us, they remain your property.
A refund will then be processed upon inspection.
Faulty goods will be refunded in full or replaced. Please contact us before returning goods,
Please always arrange a proof of posting (available free of cost at post office counters) when returning goods – to ensure safe delivery back to us we recommend recorded delivery.
All returns must be made within 30 days. Your statutory rights are not affected.
31. We will be under no liability or further obligation in relation to the Goods if:
a. if you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
c. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
d. the defect arises from normal wear and tear of the Goods; and/or
e. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
32. You bear the risk and cost of returning the Goods.
Risk and Title
33. The risk in the Goods will pass to you on completion of delivery.
34. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
35. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
36. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
37. We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obligations under these Terms and Conditions
b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors
c. you enter a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d. you convene any meeting of your creditors, enter voluntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
38. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
39. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
40. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
41. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
42. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a. any indirect, special, or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
43. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
44. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
45. The parties agree that where such processing of personal data takes place, the Buyer shall be 'data controller' and the Seller shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
46. For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
47. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.
48. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors, or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
49. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller's approach to data protection are specified in its Data Protection Policy, which can be found on our website.
Circumstances beyond the control of either party
50. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.