In these Terms and Conditions the following words shall have attributed to them the meanings specified
1.1 Ultra Secure Ltd shall mean Ultra Secure Limited . whose principal place of business is at 10 Ryehill Court, Lodge Farm I/E, Northampton, NN5 7EU.
1.2 Customer shall mean the person, company or any other body that purchases or agrees to purchase Goods whether a Consumer Trade Customer or Credit Customer.
1.3 Consumer shall mean an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft of profession.
1.4 Trade Customer shall mean a Customer who buys Goods for the purpose of a business and not as a Consumer.
1.5 Credit Customer shall mean a Trade Customer to whom Ultra Secure Ltd allows credit in respect of Goods purchased or agreed to be purchased.
1.6 Goods shall mean all goods and services which the Customer agrees to buy from Ultra Secure Ltd including replacements for defective Goods, hardware documentation and software products licensed for use by the Customer.
1.7 Contract shall mean the Contract between Ultra Secure Ltd and the Customer for the sale of Goods by Ultra Secure Ltd to the Customer.
1.8 Catalogue shall mean any published promotional material produced by Ultra Secure Ltd.
1.9 Working Days shall mean Monday to Friday inclusive but exclusive of Bank Holidays.
1.10 Customer’s Registered Address shall mean the address of the Customer that is already registered with Ultra Secure Ltd or the address registered with the issuing company of any debit or credit card which is used as a means of payment for Goods.
1.11 Goods shall mean the relevant goods which are the subject of the Contract;
1.12 Used Products are all clearance items; there are various product conditions for example:-
New, boxed and end of line Scratch and dent to product or packaging or both Refurbished Used and all sold in Fully Working Order and Tested. The Goods are clearly marked as seconds and clearly marked with the warranty.
1.13 Distance Selling shall mean a non face-to-face purchase, therefore an item purchased via the Internet, over the telephone or mail order.
2.1 All orders for Goods are accepted by Ultra Secure Ltd subject to these terms and conditions of sale which supersede any other terms and conditions previously published. These constitute the entire understanding between Ultra Secure Ltd and the Customer for the sale of Goods. Ultra Secure Ltd accepts responsibility under these terms and conditions for its commitments to the Customer.
2.2 Any substitute products that are supplied, and found to be faulty will be collected at Ultra Secure Ltd expense. Contact Customer Service to arrange for the goods to be returned.
2.2.1 Goods will be supplied based on any information provided by the Customer.
2.3 Any Catalogue published by Ultra Secure Ltd is an invitation to treat and not an offer to supply.
2.4 Subject to condition 2.5 any advice or recommendation given by Ultra Secure Ltd or its employees to a Trade Customer as to the storage, application or use of the Goods is followed or acted upon entirely at the Trade Customer’s own risk.
2.5 Condition 2.4 shall not apply to any Customer purchasing Goods as a Consumer.
2.6 All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication.
2.7 If the description of any Goods, which are not directly manufactured by Ultra Secure Ltd, contained in any correspondence, invoice or the current Catalogue varies from that of the manufacturer’s description, then the manufacturer’s description will be deemed to be the correct description and shall take precedence over the description assigned by Ultra Secure Ltd.
2.8 In the event of any material change to any description of goods since the date of publication of the last Catalogue by Ultra Secure Ltd , Ultra Secure Ltd will advise the Customer of the revised description at the time of delivery of the goods or before where possible.
2.9 Ultra Secure Ltd reserves the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability.
Goods listed in any Ultra Secure Ltd Catalogue may originate from a Non-EU source. All contracts between Ultra Secure Ltd and the Customer shall be governed by and interpreted in accordance with English Law and both Ultra Secure Ltd and the Customer submits to the exclusive jurisdiction of any competent Court in the United Kingdom. Nothing contained herein shall affect a Consumer’s legal rights in connection with the purchase of the Goods. Further information can be obtained from your local Trading Standards office or Citizens Advice Bureau.
2.10 All prices for the Goods are in pounds Sterling and subject to Value Added Tax (“VAT”) at the relevant rate ruling on the date of despatch and do not include the cost of carriage, packaging or other charges which becomes payable under any contract with Ultra Secure Ltd. Prior to the conclusion of the contract Ultra Secure Ltd will inform the Customer the total amount to be debited.
2.11 Whilst every endeavour will be made to maintain the prices in the Catalogue, Ultra Secure Ltd reserves the right to alter prices at any time. Prior to the conclusion of the contract Ultra Secure Ltd will inform the Customer the total amount to be debited.
2.12 Any change in price will be communicated to the Customer at the time of ordering. Prior to the conclusion of the contract Ultra Secure Ltd will inform the customer the total amount to be debited.
3 ORDER PROCESSING
3.1 Orders can be placed via Ultra Secure Ltd web site, by telephone or by visiting our premises.
3.2 Written confirmation is not required for a Trade Customer telephone order, but if the Trade Customer sends written confirmation such confirmation must be marked ‘Confirmation Only’ so as to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Trade Customer.
3.3 Ultra Secure Ltd reserves the right to deliver part orders, or hold orders until all items are available, as required. Credit cards are charged for at the point of order confirmation for on-line orders or telephone orders. Goods purchased at Ultra Secure Ltd premises will be paid for upon collection by Credit Card or Cash. If any goods are not available upon ordering the Customer shall be notified immediately, the customer will be offered an alternative product if available or a full refund where funds have been taken.
3.4 When dealing as a Trade Customer authorisation for the return of goods must be obtained from the Customer service Department by telephoning 01604 589414.
3.5.1 Acceptance of an internet order placed by a Customer and the completion of the contract between the Customer and Ultra Secure Ltd will take place when the Customer receives an email from Ultra Secure Ltd.
3.5.2 If Ultra Secure Ltd is unable to supply the Customer with a Good, for example, because that Good is no longer available, or because of an error in the price on Ultra Secure Ltd website or catalogue, or Ultra Secure Ltd is unable to obtain authorisation for the Customer’s payment, or where the Customer does not accept Ultra Secure Ltd terms and conditions of sale, Ultra Secure Ltd will inform the Customer of this by e-mail or telephone. If the Customer has already paid for the Goods, Ultra Secure Ltd will refund the Customer the full amount as soon as possible and in any event within 14 days.
3.5.3 Acceptance by Ultra Secure Ltd of any payments made by the customer in connection with any goods does not constitute Ultra Secure Ltd acceptance of the customer’s order and a legally binding contract is not formed until the customer receives Ultra Secure Ltd dispatch confirmation via email or when the goods are received including the official VAT receipt, Ultra Secure Ltd will not be obliged to supply goods to the customer until then.
3.6 Telephone orders by a Trade Customer will be charged by Ultra Secure Ltd with credit card, or in some agreed cases Ultra Secure Ltd will accept an official purchase order by email, fax or post.
3.7 Trade Customers wishing to purchase Goods on account at Ultra Secure Ltd premises will be required to pay by Credit Card upon collection or carry an official written order.
3.8 Products reserved in accordance with condition 3.7 must be collected within 5 working days from notification of goods arriving in Store, failing which Ultra Secure Ltd will charge the Customer a restocking fee.
3.9 In the event of cancellation of part of an order by a Trade Customer Ultra Secure Ltd reserves the right to invoice for any difference between the selling price applicable for the final quantity despatched and the total price of the original order plus a restocking charge. Orders where goods have been specifically ordered for Trade Customer requirements (schedule and non-stock items) cannot be cancelled.
4.1 Payment shall be made by the Customer for all monies owed to Ultra Secure Ltd in respect of orders placed for Goods.
4.2 Under normal circumstances payment shall be made at the time that the order is placed. Payment may be made by, and is accepted by, cash, cheque or major credit and debit cards: (Maestro, MasterCard, Visa). Paypal (online only). Cheques must be made payable to “Ultra Secure Ltd” and crossed “payee only”.
4.3 Credit terms are available to Trade Customers on request and subject to status, satisfactory references and acceptable trading history with Ultra Secure Ltd. Payment is due by the end of the month following the month of despatch without any deductions. If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to Ultra Secure Ltd , Ultra Secure Ltd shall be entitled to:
i) Cancel the order and suspend further deliveries of Goods.
ii) Allocate any payments made by the Customer to such of the Goods (or Goods supplied under any other order) as Ultra Secure Ltd may think fit.
iii) Charge an administration fee for any legal or other collection processes required to recover all monies due.
iv) Charge interest on the unpaid amount from the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 If the Customer fails to make payment for the Goods in accordance with these Terms and Conditions or permits any other breach of any contract for sale or if any distress or execution shall be levied upon any of the Customer’s goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer’s business or assets or if any petition for the appointment of any administrator is presented against the Customer or if the Customer shall suffer any actions or proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.
4.5 Ultra Secure Ltd may in its absolute discretion and without prejudice to any other rights which it may have, suspend all future deliveries of Goods to the Trade Customer and/or terminate any contract without liability upon its part. in the event of any breach of these Terms and Conditions by the Trade Customer.
5.1 Delivery is free with orders over £75 (within the UK mainland) for all orders under £75 there is a small charge (clearly shown at time of order), these prices include UK VAT. Other delivery methods are available at additional cost. The current charge can be ascertained by contacting Ultra Secure Ltd. Prior to the conclusion of the contract Ultra Secure Ltd will inform the Customer the total amount to be debited.
5.2 The risk of damage to or loss of Goods ordered from Ultra Secure Ltd will pass to the Customer when the goods are delivered.
5.3 Same or next working day despatch is normally achieved but not guaranteed, provided the order has been received by Ultra Secure Ltd before 12.00 pm during Working Days. This provision does not apply to Goods requiring special modification (e.g. extended cables, programming, drilling etc.) and orders which are too large to be despatched by Ultra Secure Ltd contracted carrier. Delivery will normally only be made to the Customer’s registered address unless notified to Ultra Secure Ltd in writing beforehand. All orders will be despatched where reasonably practicable the same or next working day as the order is received by Ultra Secure Ltd and normally delivered within three working days. For vital consignments, Ultra Secure Ltd offers a guaranteed delivery service, weekdays before 10.30 am or midday. All orders for guaranteed deliveries must be received by 12.00pm on the working day before delivery. Details of the charges are available from Ultra Secure Ltd prior to the placing of any order.
5.4 Carriage will be charged on orders involving Export at the appropriate rate prevailing at the date of despatch. Prior to the conclusion of the contract Ultra Secure Ltd will inform the Customer the total amount to be debited.
5.5 The Customer is responsible at their own expense to obtain any import or export license or any other documentation deemed necessary by any compliant authority.
5.6 The Customer must inspect the Goods as soon as reasonably practicable after delivery or upon purchase from Ultra Secure Ltd depot and shall within 7 days of such delivery or receipt give notice to the Customer Service Department of Ultra Secure Ltd of any apparent physical or delivery damage in the Goods.
5.7 Queries regarding shortages of Goods must be made within 7 days of delivery date and must be accompanied by the despatch note. Queries regarding Goods invoiced but not delivered must be made to the Customer Service Department of Ultra Secure Ltd within 30 days of invoice date and the invoice number must be quoted.
5.8 Ultra Secure Ltd shall not be liable to compensate the Trade Customer by way of damages or otherwise for non-delivery or late delivery of the Goods or for any loss consequential or otherwise arising from non-delivery or late delivery.
5.9 NOTHING IN THIS SECTION AFFECTS THE LEGAL RIGHTS OF THE CONSUMER. FURTHER INFORMATION ABOUT YOUR CONSUMER RIGHTS ARE AVAILABLE FROM YOUR LOCAL TRADING STANDARDS OFFICE OR CITIZENS ADVICE BUREAU.
6.1 Consumer’s legal right to return unwanted goods: This is separate and in addition to Ultra Secure Ltd satisfaction guarantee set out at section 6.2 below.
6.1.1 Notwithstanding any other provisions of these Conditions of Sale, the Customer has the right to change their mind and to cancel an order within 30 calendar days without giving any reason ( in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013). The cancellation period will expire after 30 days from the day on which the Customer acquires physical possession of the Goods.
6.1.2 To exercise this right to cancel the Customer must inform Ultra Secure Ltd of its decision to cancel the order by a clear statement (e.g. a letter sent by post, fax or e-mail). The Customer may use the model cancellation form included at Annex 1 below, but it is not obligatory. To meet the cancellation deadline, it is sufficient for the Customer to send its communication concerning its exercise of the right to cancel before the cancellation period has expired.
6.1.3 Reasonable care should be taken by the Customer whilst the goods remain in their possession and goods must be adequately packaged when being returned back to Ultra Secure Ltd at the customers cost.
6.1.4 If the Customer cancels this Contract in accordance with this section 6.1, Ultra Secure Ltd will reimburse to the Customer all payments received from the Customer, including the costs of delivery (except for the supplementary costs arising if the Customer chose a type of delivery other than the least expensive type of standard delivery offered by Ultra Secure Ltd). Ultra Secure Ltd may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by the Customer. The Customer is only liable for any diminished value of the Goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods the Customer has received.
6.1.5 Ultra Secure Ltd will make the reimbursement without undue delay, and not later than:
(a) 14 days after the day Ultra Secure Ltd receives back from the Customer any Goods supplied; or
(b) (if earlier) 14 days after the day the Customer provides evidence that it has returned the Goods; or
(c) if there were no Goods supplied, 14 days after the day on which Ultra Secure Ltd is informed about the Customer’s decision to cancel this Contract.
6.1.6 Ultra Secure Ltd will make the reimbursement using the same means of payment as the Customer used for the initial transaction unless the Customer has expressly agreed otherwise, and in any event, the Customer will not incur any fees as a result of the reimbursement.
6.1.7 The Customer shall send back the Goods to Ultra Secure Ltd within 30 days without undue delay. Ultra Secure Ltd will complete Refunds or Exchanges on receipt of the returned goods.
6.2 Satisfaction guarantee - Ultra Secure Ltd offers 30-day return policy. To return a product under this policy the Customer should:
All goods must be their original “as new” condition, are unused and in a resalable condition, including all packaging and accessories and a valid proof of purchase
Ultra Secure Ltd will not accept the return under the 30-day return policy of any Goods that have had a manufacturers or suppliers warranty or registration invoked. Software is excluded from the Ultra Secure Ltd Satisfaction Guarantee. Ultra Secure Ltd will deem such registration by the Customer as acceptance of the Goods. Ultra Secure Ltd must receive all returns within 30 days of the Returns notification being issued and any Goods received after that period will be dealt with on an individual basis. The Customer must take all reasonable care to ensure that all returned items be suitably packaged, and that the Goods are protected when being returned. The Customer must provide to Ultra Secure Ltd proof of despatch to Ultra Secure Ltd. In the event of Goods being returned without a previously notification the processing of any claim by the Customer is likely to be delayed.
6.3 Unwanted goods will not be accepted back after the 30 day Satisfaction Guarantee has elapsed. Where authorised returns of unwanted Goods are received by Ultra Secure Ltd after the expiry of the 30-day Satisfaction Guarantee period but within a reasonable period of time Ultra Secure Ltd reserves the right to levy a handling charge of 20% of the invoice value, with a minimum charge of £10 will be levied on goods 'not wanted' or 'incorrectly ordered' or due to duplication resulting from a confirmation order not being endorsed to that effect. The Customer must bear all the costs of returning any unwanted Goods to Ultra Secure Ltd and provide proof of postage. Ultra Secure Ltd reserve the right to recover reasonable direct costs where collection of goods from a Customer has been requested.
Ultra Secure Ltd reserves the right not to accept the return of unwanted, non-defective goods after the 30 day period at its absolute discretion.
6.4 Faulty goods - Any defects in the Goods which under proper use appear within a reasonable period after delivery and which are due to faulty materials, workmanship or design will be made good by Ultra Secure Ltd either by repair or replacement. Where we are unable to offer a repair or replacement we will issue a refund. Any claim for Goods or the defective parts should be returned together with proof of purchase and all complete accessories, instruction manuals and software and, wherever possible, in the original packaging. Any claim for defective Goods or parts must be made in writing (specifying the date of purchase and invoice number) within a reasonable period of time after delivery. Ultra Secure Ltd do not cover faults to goods caused by accident, neglect, misuse or normal wear and tear and we reserve the right to inspect the product and verify the fault. If we verify a manufacturers fault we will repair or replace (where we are unable to offer a repair of replacement we will issue a refund). If the fault is not a manufacturer’s fault we offer a chargeable repair service.
6.5 All goods are supplied with a one year warranty or otherwise stated in the contract shall affect the statutory rights of the Consumer or liability for death or personal injury caused by the negligence of Ultra Secure Ltd.
6.6 Ultra Secure Ltd Reserve the right to inspect and discuss with the supplier about the reported fault.
6.7 Warranty seals applied to any Goods supplied by Ultra Secure Ltd must not be removed or broken and any product without the warranty seals intact will be deemed to have had any warranty invalidated and the Goods will be deemed to have been accepted by the Customer.
6.8 The warranty period as stated in 6.5 is from the date of purchase if goods are replaced within this warranty period, the warranty will continue from the original date of purchase unless specifically agreed otherwise by Ultra Secure Ltd in writing.
6.9 Conditions 6.1 to 6.7 inclusive do not affect a Consumer’s legal rights in connection with the purchase of the Goods. Further information about your consumer rights can be obtained from your local Trading Standards office or Citizens Advice Bureau.
6.9.1 Where the Customer purchases software from Ultra Secure Ltd which is downloaded using an activation key the Customer gives its express consent to Ultra Secure Ltd supplying such software immediately following completion of the Customer’s order. If the Customer begins the download of the software the Customer acknowledges that the Customer will lose its legal right to cancel the order as described in clauses 6.1.1 to 6.1.7 above
6.10 The responsibility for ensuring that Goods are sufficient and suitable for the Customer’s requirements rests with the Customer save insofar as Ultra Secure Ltd have specifically advised the Customer that the Goods are sufficient and suitable for the Customer’s purposes.
6.11 f you have requested we begin the performance of any service, such as installation of a product, within the 30 day cancellation period, we have the right to retain any charge paid for services which have already begun or been completed.
Please note that we may not provide you with a full refund if you have handled the goods beyond what is necessary to establish their nature, characteristics and functioning
7 INTELLECTUAL PROPERTY
7.1 Goods referred to in any Ultra Secure Ltd Catalogue, correspondence or invoice may be subject to a patent, trade mark, registered design, copyright, topography right or other right of a third party. Ultra Secure Ltd owns full copyright in respect of any Catalogue whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the prior written consent of Ultra Secure Ltd. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the Goods purchased is retained by Ultra Secure Ltd and will not pass to the Customer. Such software programs may only be used by the Customer and a revocable non-exclusive licence is hereby granted for the sole use of the Customer (so far as Ultra Secure Ltd are able to grant such licence) and any software must not be copied or altered or otherwise modified in any way.
7.2 Where any designs or specifications have been supplied by the Customer for manufacture of Goods by Ultra Secure Ltd the Customer warrants that the use of such designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Customer shall indemnify Ultra Secure Ltd against all costs claims and demands of whatsoever nature arising out of the use of such designs or specifications.
8 DATA PROTECTION
8.1 By placing an order with Ultra Secure Ltd the Customer agrees to data relating to the transaction being retained and processed by Ultra Secure Ltd in accordance with the Data Protection Act or any statutory modification thereof. The data so retained will be used by Ultra Secure Ltd for the purpose of accounting and marketing and will not be disclosed to any third party without the previous consent in writing of the Customer.
8.2 Ultra Secure Ltd may send to the Customer details of other Goods and services offered by Ultra Secure Ltd that Ultra Secure Ltd may consider to be of interest to the Customer. If the Customer does not wish to receive details of these offers then they should contact Ultra Secure Ltd either in writing at 10 Ryehill Court, Northampton, NN5 7EU, by email firstname.lastname@example.org or by telephone on 01604 589414 stating that data is removed from the marketing database. Ultra Secure Ltd subscribes to the data protection principles as laid down by the Information Commissioner and all data is held securely. The Customer may, by writing to the Customer Service Department of Ultra Secure Ltd, request that all data relating to them be deleted from its records. Customers may also, in accordance with the provisions of the Data Protection Act, obtain copies of such data that is held in respect of them by Ultra Secure Ltd . For Trade Customers Ultra Secure Ltd will also retain and process information in its capacity of a credit reference agency.
9A Ultra Secure Ltd LIABILITY IF YOU ARE A CONSUMER CUSTOMER
This clause [9A] only applies if you are a Consumer.
9A.2 Ultra Secure Ltd only supply the Goods to Consumers for domestic and private use. The Customer agrees not to use the Goods for any commercial, business or re-sale purposes, and Ultra Secure Ltd has no liability to the Customer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9A.3 Ultra Secure Ltd does not in any way exclude or limit its liability for:
9A.3.1 death or personal injury caused by Ultra Secure Ltd negligence;
9A.3.2 fraud or fraudulent misrepresentation;
9A.3.3 any breach of the terms implied by section 17 of the Consumer Rights Act 2015 (title and quiet possession);
9A.3.4 any breach of the terms implied by section 9 to 17 of the Consumer Rights Act 2015 (description, satisfactory quality, match model, pre contract information, right to supply, installed correctly, digital content, fitness for purpose and samples);
9A.3.5 arising under Section 2(3) Consumer Protection Act 1987; or
9A.3.6 for any matter which it is not permitted by law to limit or exclude, or attempt to limit or exclude, Ultra Secure Ltd liability.
10 FORCE MAJEURE
10.1 Ultra Secure Ltd shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any obligations of Ultra Secure Ltd in relation to the Goods, provided that the delay or failure was due to any cause beyond reasonable control of Ultra Secure Ltd. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control of Ultra Secure Ltd: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Ultra Secure Ltd or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
11 OWNERSHIP AND RISK
11.1 The risk of damage to or the loss of Goods supplied by Ultra Secure Ltd will pass to the Trade Customer when the goods are loaded on to the delivery vehicles at Ultra Secure Ltd premises. However the title of the goods will not pass to the Trade Customer until payment in full of all sums due from the Trade Customer to Ultra Secure Ltd has been made. Risk in the Goods will not transfer to the Consumer until the Goods are in the physical possession of the Consumer.
11.2 Delivery having been made, the property in the goods shall not pass from Ultra Secure Ltd until
(i) The Customer shall have paid the price plus VAT in full; and
(ii) No other sums whatever shall remain owing to Ultra Secure Ltd .
11.3 Until property in the goods passes to the Trade Customer. The Trade Customer shall hold the products and each of them on a fiduciary basis as bailee for Ultra Secure Ltd . The Trade Customer shall store the products (at no cost to Ultra Secure Ltd) separately from all other Products in its possession and marked in such a way that they are clearly identified as Ultra Secure Ltd property. Notwithstanding that the Products (or any part of them) remain the property of Ultra Secure Ltd, the Trade Customer may sell or use the Products in the ordinary course of the Trade Customer’s business at full market value for the account of Ultra Secure Ltd. Any such sale or dealing shall be a sale or use of Ultra Secure Ltd property by the Trade Customer on the Trade Customer’s own behalf and the Trade Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from Ultra Secure Ltd the entire proceeds of sale or otherwise of the Products shall be held in trust for Ultra Secure Ltd and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Ultra Secure Ltd money. Ultra Secure Ltd shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from Ultra Secure Ltd.
11.4 Until such time as the property in the Goods passes from Ultra Secure Ltd, the Trade Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to Ultra Secure Ltd. If the Trade Customer fails to return Goods, Ultra Secure Ltd may enter any premises owned occupied or controlled by the Trade Customer where the Goods are situated and repossess the Goods. On the making of such repossession the rights of the Trade Customer shall cease.
11.5 The Trade Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of Ultra Secure Ltd. Without prejudice to the other rights of Ultra Secure Ltd, if the Trade Customer does so all sums whatever owing by the Trade Customer shall forthwith become due and payable.
11.6 The Trade Customer shall insure and keep insured the Goods to the full value against ‘all-risks’ to the reasonable satisfaction of Ultra Secure Ltd until the date that property in the Goods passes from Ultra Secure Ltd and shall, whenever requested by Ultra Secure Ltd, produce a copy of the policy of insurance and evidence of payment of premium. Without prejudice to the other rights of Ultra Secure Ltd, if the Trade Customer fails to pay any sums whatever owing by the Trade Customer on the due date, all sums due to Ultra Secure Ltd shall forthwith become due and payable.
12.1 All headings in these Terms and Conditions are for ease of reference only and shall not affect the construction of any contract between Ultra Secure Ltd and a Customer. Any provision of any contract with Ultra Secure Ltd 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 any Contract. No waiver or forbearance by Ultra Secure Ltd (whether expressed or implied) in enforcing any of its rights under any contract shall prejudice its right to do so in the future.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed by Ultra Secure Ltd and the Customer that nothing in any contract shall confer on any third party any right to enforce or any benefit of any term of any contract that may be concluded by them.