ZENLOC LLC is a Limited Liability company registered in the state of Missouri under Certificate of organization number LC1389313
1.1. In these Conditions the following words shall have the following meanings:
"Confirmation of Order" means when we confirm our acceptance of your Order orally or in writing (whether electronically or otherwise) or when we effect Delivery, whichever occurs first.
"Contract" means the contract made between you and us for the sale of Equipment incorporating these Conditions.
"Delivery" means delivery of the Equipment to the address you have stipulated in the Order or our notifying you that the Equipment is available for collection. For the purposes of the Contract, Delivery will be deemed to have occurred when the Equipment is delivered to the address stipulated in the Order and signed for, or when the Equipment is collected.
"Documentation" means all manuals and instructions accompanying the Equipment including but not limited to manufacturer’s operating instructions.
"Equipment" means the items that we agree to sell to you in accordance with an Order, any description or pictures of goods on the website or in promotional catalogues are for information only and are not intended to be 100% accurate.
"Order" means your request for us to supply you with Equipment in consideration of the Charges, which you make by either completing an online order or otherwise requesting the Equipment that you require via a Purchase Agreement Form.
"We", "us" "our" means Zenloc, LLC.
"You", "your" means the person, firm or company that places an Order with us.
1.2. Headings used in these Conditions are for convenience only and will not affect their interpretation.
2.1. Any Order you place will constitute an offer capable of acceptance by us. We will not be obliged to accept an Order and we reserve the right to refuse an Order without giving any reason.
2.2. All Equipment will be subject to availability and we reserve the right to substitute the Equipment with equipment of equivalent or increased functionality without notice. Accordingly, we do not warrant that the Equipment will be free from minor defects that do not affect its operation. The presence of minor defects, including without limitation minor surface scratches, shall not entitle you to any refund or deductions.
2.3. On receipt of goods, you will be allowed 14 days in which to return them for a full refund of monies paid. Subject to the goods being undamaged and in their correct packaging as supplied. And that you are responsible for all shipping cost for that return.
3.1. Unless expressed otherwise, the Charges shall include Tax at the prevailing rate.
3.2. You agree to pay the refundable full amount per unit cost upon acceptance of your Order by us. Delivery will not be made until this amount is received in cleared funds by us. This amount shall be repayable to you in full within 14 days of you returning the Equipment to us without material defect or damage.
4.1. Any indication we may give as to the date of Delivery will be a good faith estimate only. Whilst we will use all reasonable endeavors to effect Delivery on the date we have estimated, time of Delivery is not of the essence.
4.2. It is your responsibility to ensure that the Delivery can be made on the agreed date. If it is not possible for us to effect Delivery for whatever reason including but not limited to your being away or your premises being inaccessible, you will be liable to pay us an additional sum to cover our transport, storage and administration charges.
5. Risk and Insurance
5.1. Risk of damage to or loss of equipment shall pass to you on delivery and remain with you.
5.2. At no time do we accept any liability of claims made between you and your insurers
5.3. Warning: Should any systems reported stolen by you be identified at a later date as being used by you, we would regard this as theft and may take the appropriate legal action accordingly.
6. Use of Equipment
6.1. You agree to use the Equipment only in accordance with the Documentation. You may not modify the Equipment in any way and you agree not to use the Equipment for any purpose for which it is not designed.
6.2. We will not be liable (in contract tort or otherwise) for any loss or damage direct or indirect arising from the use of the Equipment or from failure of the Equipment for any reason.
7. Our Obligations
7.1. We warrant the Equipment for 12 months from delivery and that it will meet its specification but we do not warrant that the Equipment will be fit for a particular purpose. In particular it will be your obligation to ensure that the Equipment is adequately charged prior its deployment.
7.2. Subject to Clause 7.1 above, all warranties, conditions and other terms implied by statute of law are expressly excluded.
8.1. If the Equipment does not comply with the Order, you may reject the Equipment on Delivery. In these circumstances, you will be entitled to a refund of such proportion of the Charges as you have paid us provided you return the Equipment to us within twenty four hours of Delivery, undamaged, unused, in its original packaging and you have not marked either the Equipment or its packaging.
8.2. If the Equipment is damaged, you must notify us of that fact on Delivery and allow us to inspect the Equipment immediately. Subject to Clause 2.2, we must agree that the Equipment does not comply with the Order, or that the Equipment is so damaged. Our liability will be limited to refunding you any proportion of the charges that you have paid us.
8.3 If you fail to comply with either 8.1 or 8.2, you will be deemed to have accepted the Equipment.
9.1. Where the Equipment incorporates software, you agree to comply fully with terms of any software license that is supplied with the Equipment. Failure to do so may lead to such software license being revoked by the owner of the software.
10. Force Majeure
10.1. We will not be liable for any failure to effect fulfilment of the Contract either in total or in part due to an event beyond our reasonable control. If Delivery is delayed due to an event beyond our reasonable control, we will notify you promptly of the reason for such a delay and you agree to give us such an extension to effect Delivery as is reasonable in the circumstances.
11. Limitation of Liability
11.1. Our liability for death or personal injury as a result of our negligence or the negligence of our employees shall not be limited.
11.2. Our total liability to you for a breach of the Conditions or for negligence in the course of supplying Equipment to you shall be limited to the repair or replacement of any Equipment giving rise to your claim or at our option an amount equivalent to the Charges (or proportion of the Charges) that you have paid us for the Equipment giving rise to your claim.
11.3. We will not be liable for the following loss or damage howsoever caused even if it is foreseeable by us: loss of profits, business revenue, goodwill, anticipated savings, data, corruption of data, whether sustained by you or a third party and /or special, indirect or consequential loss (other than direct physical damage to your tangible property) whether suffered by you or another third party. Where as a result of our negligence you suffer damage to property, our maximum liability will be limited to the terms of our public liability insurance policy.
12.1. These Conditions constitute the entire agreement between you and us in respect of the Equipment and supersede any earlier arrangements, understandings, promises or agreements made between the parties in respect of the Equipment.
12.2. You acknowledge that in instructing us to supply the equipment, you do not do so on the basis of any representation, warranty or any provision not expressly contained within these conditions.
12.3. Any failure by us to enforce a breach of the conditions by you shall not be deemed to be a waiver of any subsequent breach of these conditions that you may make.
12.4. If at any time any one of more of these conditions is held to be unenforceable, illegal or otherwise invalid in any respect, such unenforceability, illegality or invalidity shall not affect the remaining conditions, which shall continue in full force and effect.
12.5. Nothing in this Agreement shall create or be deemed to create a partnership or joint venture between us and you or the relationship of principal and agent or employer and employee.
12.6. These Conditions shall be governed exclusively by law and you and we agree to submit exclusively to the jurisdiction of the appropriate courts.
12.7. You and we agree that no third party shall be afforded any rights under these Conditions.