Trade Account Terms and Conditions

Last Updated: September 05, 2024

Welcome to Natureray Ltd. These terms & conditions (“Terms”) govern the purchase of our NatureRAY binoculars and any other products we may offer through our website available at https://natureray.com from time to time. By placing an order with us, you agree to be bound by these terms. We strongly encourage you to read these Terms & Conditions carefully to ensure you fully understand your rights and obligations before making a purchase. If you have any questions or concerns about these terms, please contact us before placing an order. In these terms and conditions the expression "we, us or the Company" shall refer to Natureray Limited, a limited liability company registered under the laws of England and Wales with registered address at 20-22 Wenlock Road, London, England, UK, N1 7GU. Unless otherwise expressly agreed in writing all goods are sold subject to the following conditions to the exclusion of any conditions of the Purchaser and no agent or representative of the company has any authority to vary or omit these conditions or any part of them.

Supplemental terms and conditions or documents that may be posted on the website https://natureray.com from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert you about any changes by updating the 'Last updated' date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the website https://natureray.com and our products after the date such revised Terms are posted. We recommend that you print a copy of these Terms for your records.

 

  1. Prices. All quoted and printed prices are subject to change without prior notice. We reserve the right to invoice goods at the prevailing prices on the date of dispatch. All prices are exclusive of Value Added Tax (VAT), which will be applied at the appropriate rate and tax point. Please note that the Company’s price list is for informational purposes only and does not constitute a binding offer. A contract will only be formed when the Company communicates its formal acceptance of the Customer’s order.

 

  1. Quotations and Invoices. Quotations are subject to confirmation and we reserve the right to amend any order and/or quotations or invoices at any time before acceptance.

 

  1. Payments. All payments are to be made at the point of order in accordance with the terms set out in this Agreement. The customer’s prepayment details should be provided in the application form included herein.

 

  1. Delivery and Instalments. While every effort is made to meet the specified delivery dates, any failure to deliver at the stated time shall not be considered grounds for cancellation of the order, nor shall it constitute a breach of contract. The Company shall not be liable for any loss or damage, including but not limited to consequential loss or loss of bargain, arising from non-delivery or delays in delivery. In the absence of specific instructions from the Customer to the contrary, the Company reserves the right to deliver orders in instalments. Each instalment shall be treated as a separate contract and will be invoiced accordingly. Any default in the delivery of one instalment shall not affect or prejudice the fulfilment of the contract with respect to other instalments. For deliveries offered ex-stock, the availability of goods is subject to them remaining unsold at the time the Customer's order is processed.

 

  1. Claims for Breakages, Shortages, or Errors. The Company assumes no responsibility for breakages, shortages, or errors in the delivered goods unless the following conditions are met. Any breakages, shortages, or errors must be clearly noted on the delivery document at the time of receipt. The customer is responsible for inspecting the goods upon delivery and ensuring that any discrepancies are documented. In addition to endorsing the delivery document, the customer must notify the Company in writing within three (3) working days of receipt of the goods, detailing the specific breakages, shortages, or errors. Failure to provide such written notification within this timeframe will result in the customer being deemed to have accepted the goods as delivered, without any claims for discrepancies. In the event of non-delivery of goods, the customer must notify both the carrier and the Company in writing within seven (7) days from the date of the invoice. The customer’s failure to notify within this period may preclude any claims for non-delivery. The above procedures are essential to ensure that any issues with the delivery are addressed promptly and effectively. The Company will not be held liable for any claims arising from breakages, shortages, errors, or non-delivery that are not reported in accordance with these terms.

 

  1. Payment Terms.

 

  1. All business transactions will be conducted on a cash only basis. All payments should be made payable to:

Natureray Limited

20-22 Wenlock Road

London, England, UK, N1 7GU

or such other account as may be designated by the Company from time to time.

  1. Orders will only be processed and dispatched after full payment is received and confirmed in our nominated account. A confirmation email will be sent once the payment has been successfully processed and received into our nominated account.
  2. For orders supplied under a Cash Sale or Cash on Delivery (COD) arrangement, the invoice is issued net, and payment is due at the corresponding time of order or delivery. Failure to make payment at such times may result in the order being withheld or cancelled.

 

  1. Returns. Goods that have been supplied correctly in accordance with the Customer's order cannot be returned for credit. The Company operates a strict no-return policy for correctly fulfilled orders. If a Customer wishes to return goods for any reason other than incorrect supply, they must contact the Company prior to dispatch to obtain approval. The Company will assist the Customer in authorising the return process and will provide the necessary information regarding the designated returns center. In the event that the Company accepts goods back for credit, the Company reserves the right to apply an admin charge equivalent to 5% of the original purchase price. This charge will be deducted from the credit amount issued to the Customer. All goods returned to the Company must be sent carriage paid by the Customer. The Company will not accept any liability for damage or loss of goods while they are in transit to the Company's returns center. Customers are advised to use a reliable carrier and to ensure that the goods are adequately insured during transit. The acceptance of any returned goods by the Company does not constitute an admission that the goods were defective, damaged, or otherwise non-compliant with the terms of the sale. The Company reserves the right to inspect the goods upon return and to make a final determination regarding their condition. Returned goods must be in their original packaging, unused, and in a resalable condition. The Company reserves the right to reject any returns that do not meet these conditions.

 

  1. Title and Risk. Title to the goods supplied under this Agreement shall remain with the Company and shall not pass to the Customer until the full and final payment has been received for all goods supplied under this Agreement and any other agreement between the Company and the Customer. The Customer acknowledges that until such payment is made, the goods shall remain the property of the Company. Until title to the goods has passed to the Customer, the Company reserves the right to inspect or repossess the goods. The Customer grants the Company an irrevocable license to enter its premises for this purpose. Risk in the goods shall pass to the Customer upon delivery. Delivery is deemed to occur when the goods are made available to the Customer or their representative, or when the goods are delivered to the Customer's premises or any other agreed location. The Customer assumes all risks associated with the goods from this point onward. Where required, the Customer is responsible for insuring the goods from the point at which risk passes. The Customer shall ensure that the goods are adequately insured against all risks including, but not limited to, loss, damage, theft, or any other risks that may affect the goods. The Customer agrees to take reasonable care of the goods while they are in their possession and to maintain the goods in a condition that is satisfactory for their intended use. The Customer shall not use the goods in a manner that might harm their value or functionality. The Customer must notify the Company in writing immediately if any of the goods are lost, damaged, or destroyed. This notification should be made within seven (7) days of the occurrence of such loss or damage. If the Customer fails to make payment for any goods as required under this Agreement, the Company may, at its discretion, demand the return of the goods. The Customer shall return the goods to the Company within fourteen (14) days of such demand. Goods returned pursuant to this section must be in their original packaging and in a condition that is suitable for resale. The Company reserves the right to reject returned goods that do not meet these conditions. This Title and Risk section shall be interpreted in accordance with English law, including but not limited to the Sale of Goods Act 1979 and the Consumer Rights Act 2015, as applicable. The Customer acknowledges that these statutory provisions shall apply unless expressly modified by the terms of this Agreement.

 

  1. Manufacturer's Warranty. All goods supplied under this Agreement are covered by our warranty as manufacturers, detailed on the website https://natureray.com. The terms and conditions of the warranty, including coverage periods, are specific to each product and may vary. The warranty provided by Natureray Limited does not affect your statutory rights. Customers should be aware that different products offered by the Company may come with different warranty terms and conditions. It is important to review the specific warranty information applicable to each product. Detailed warranty information for each product can be accessed through the following link: https://natureray.com/pages/warranty. In the event of a warranty claim, Customers should contact the Company directly, providing proof of purchase and details of the defect or issue with the product. Claims should be made in accordance with the procedures outlined on the website https://natureray.com. The warranty does not cover damage resulting from misuse, neglect, or unauthorised modifications of the product. Specific exclusions and limitations are outlined in the warranty terms provided on the website https://natureray.com. Except as expressly stated in the manufacturer's warranty, Natureray Limited makes no other warranties, either express or implied, concerning the goods supplied under this Agreement. The warranty provided is the sole and exclusive remedy for any defects or issues with the goods. Customers can obtain more detailed information regarding the warranties for different products by visiting https://natureray.com/pages/warranty on our website https://natureray.com. It is the Customer's responsibility to review and understand the warranty terms applicable to their purchased products before making a purchase. For any questions or further assistance regarding warranties, Customers may contact Natureray Limited through the contact details provided on the website https://natureray.com.

 

  1. Indemnification. The Customer agrees to indemnify, defend, and hold harmless Natureray Limited, its affiliates, officers, directors, employees, agents, and representatives (collectively, the "Indemnitees") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (i) any breach by the Customer of these Terms, including any failure to comply with the terms and conditions set forth herein; (ii) any misuse or improper use of the goods supplied by the Company; (iii) any infringement or alleged infringement of intellectual property rights arising from the Customer’s use of the goods, except to the extent that such infringement is directly attributable to the Company’s own negligence or breach of this Agreement; (iv) any claim or demand brought by a third party that arises from the Customer’s actions or omissions in relation to the goods or the use thereof. The Customer agrees to promptly notify the Company in writing of any claim or demand for which indemnification is sought under this section. The Company shall have the right to control the defense and settlement of any such claim, with the Customer cooperating fully in such defense.

 

  1. Limitation of Liability. To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of business, loss of goodwill, or loss of data, whether arising in contract, tort (including negligence), or otherwise, even if Natureray Limited has been advised of the possibility of such damages. Except as expressly stated in this Agreement, the total liability of the Company to the Customer for any claim, whether arising in contract, tort (including negligence), or otherwise, shall be limited to the amount paid by the Customer for the goods in question under this Agreement. This limitation applies to all claims regardless of the nature of the claim or the form in which it is presented. The limitations set forth in this section shall not apply to: (i) liability arising from death or personal injury caused by the Company’s negligence; (ii) liability arising from fraud or fraudulent misrepresentation; and (iii) liability that cannot be excluded or limited by applicable law.

 

  1. Force Majeure. Without prejudice to any other condition hereof should the supply or dispatch of the whole or any part of the goods contracted be interrupted, prevented or hindered by any cause or causes whatsoever beyond the Company's control the Company shall be entitled to postpone or suspend any delivery or deliveries under the contract until (in the Company's judgement) any such cause has ceased to operate. The Company shall be under no liability whatsoever in respect of such postponement or suspension. Without limiting the generality of the cause or causes referred to above the same shall include war, fire, accident breakdown of plant or machinery, industrial action, disputes (including strikes and lockouts), unavailability of and restrictions on supplies, non­ delivery or delay in delivery of any materials or any other circumstances (of whatsoever nature and not limited to the foregoing) which directly or indirectly interrupt or hinder the due performance of the contract. The Company reserves the right to withdraw the supply of goods in the event that goods are displayed for sale on auction websites.

 

  1. Product Disclaimer. The products provided by Natureray Limited are supplied "as is" and "as available," without any warranties, express or implied except as expressly set forth in our manufacturers' warranty manual. Natureray Limited makes no representations or warranties regarding the quality, reliability, performance, or suitability of the products for any particular purpose. To the fullest extent permitted by law, Natureray Limited disclaims all implied warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the products will meet your requirements or that the operation of the products will be uninterrupted or error-free. You are responsible for determining whether the products meet your needs and are compatible with your intended use. Any reliance on the information provided by Natureray Limited is at your own risk. Any references to third-party products or services in connection with the products are not endorsements or recommendations by Natureray Limited. We do not assume any responsibility for the performance or quality of such third-party products or services. Natureray Limited reserves the right to modify, discontinue, or withdraw products at any time without prior notice. We will not be liable for any changes made to the products or for any impact such changes may have on your use or purchase of the products. Natureray Limited does not guarantee the performance, efficacy, or results of the products. Any claims or descriptions provided are for informational purposes only and are not guarantees of performance.

 

  1. Reseller and Distribution Terms. If you are purchasing products from Natureray Limited as a reseller or with the intention to resell the products to third parties, please be aware of the following terms and conditions. Natureray Limited will not engage directly with your customers. All communications, orders, and customer service issues must be handled by you, the reseller. The Company will not provide support or service to your end customers. Orders placed by resellers will be fulfilled directly to the reseller's designated address. We will not send orders directly to your customers. The responsibility for the delivery of products to your customers, including handling any associated logistics and addressing any delivery issues, rests solely with you. Any post-sale inquiries, returns, or customer support issues from your customers must be managed and resolved by you. We will not be involved in customer service or support for transactions made through resellers. By purchasing products for resale, you agree to comply with all relevant terms and conditions set forth by Natureray Limited, including those related to product distribution, order processing, and customer handling. You must notify your customers of the above terms and ensure they understand that all interactions regarding their orders will be with you as the reseller, and not with Natureray Limited. These terms are designed to ensure clarity and efficiency in the reseller relationship and to maintain the operational integrity of our sales and distribution processes.

 

  1. Restrictions on Online Listings. Products supplied by us shall not be listed for sale on any third-party websites, online marketplaces, or other online platforms not wholly owned by the company or individual maintaining trade account facilities with Natureray Limited. This includes, but is not limited to, platforms such as eBay, ebid, CQout, Amazon, or any other auction and/or listing sites. It is a condition of maintaining trade account facilities with us that products are not advertised or sold through unauthorised online channels. Any listing or sale of products on such third-party platforms without prior our written consent constitutes a breach of these terms. In the event that a company or individual violates this restriction, we reserve the right to immediately place all account facilities on hold. During this period, no further product supplies will be made until the offending party has fully complied with this condition and all listings on unauthorised platforms have been removed. To reinstate account facilities, the company or individual must demonstrate full compliance with this restriction. We will review the compliance status and may, at our discretion, lift the hold and resume product supply.

 

  1. Resale Restrictions. Products supplied by Natureray Limited to your shop or business shall not be resold to another company, individual, or any third party for the purpose of further resale. This restriction is in place to maintain control over the distribution and sale of Natureray products and to ensure that our products are marketed and sold through approved and authorized channels only. You, as the recipient of Natureray products, agree that all sales must be directly to end customers and not for the purpose of further distribution or resale. You are prohibited from transferring, selling, or otherwise distributing products to any intermediary entities or individuals who may resell Natureray products. By accepting products from Natureray Limited, you acknowledge and agree to adhere to this resale restriction. Any violation of this term will be considered a breach of the agreement and may result in immediate suspension of trade account facilities and cessation of further product supply. In the event of non-compliance with this restriction, Natureray Limited reserves the right to take appropriate actions, including but not limited to, terminating the trade account, recovering products, and taking legal action if necessary to enforce these terms.

 

  1. Governing Law. ‍These Terms are governed by and interpreted following the laws of England and Wales, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law in your country of residence. You agree to submit to the non-exclusive jurisdiction of the English courts, which means that you may make a claim to defend your consumer protection rights in regards to these Terms in the United Kingdom.

 

  1. Corrections. ‍There may be information on the website https://natureray.com that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

 

  1. Miscellaneous. These Terms and any policies or operating rules posted by us on our website https://natureray.com or in respect to our products constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of our website https://natureray.com. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of execution by the parties hereto to these Terms.

 

  1. Binding Effect. These Terms constitute a legally binding agreement between you and us, governing your use of our Services and website https://natureray.com. Your use of the Services is subject to compliance with these Terms, as well as our Privacy Policy and any other guidelines or policies referenced herein. Please review these Terms carefully to ensure your understanding of your obligations, rights, and responsibilities when using the Services. Your access to and use of our services imply your acceptance of these Terms. If you have any concerns or disagreements with any part of these Terms, please do not proceed with using our services.

 

  1. Contact Us. If you have any questions about these Terms or our products, please contact us through the "Contact Us" page on the website https://natureray.com, or via email at info@natureray.com.