Glow Metering

T&Cs

Welcome to Glow Metering! These Terms and Conditions govern product purchases.

Terms and conditions

  1. General

    • 1.1. Definitions
      • Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 1.3.
      • Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods made with an Order in accordance with these Conditions.
      • Customer: the person or firm who purchases the Goods from the Supplier (“You”).
      • Delivery Location: has the meaning given in clause 5.2.
      • Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.
      • Goods: the goods (or any part of them) set out in the Order.
      • Order: the Customer's order for the Goods, under these Conditions.
      • Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and the Supplier in writing.
      • Supplier: Hildebrand Technology Limited (“Hildebrand” or “Us” ), registered in England with company number 05577050.
      • Warranty Period: has the meaning given in clause 5.1.
    • 1.2. By ordering Goods, you are agreeing to these Terms & Conditions.
    • 1.3. We reserve the right to update these Terms & Conditions at any time by notice to you with immediate effect. If you do not agree to the change, you can terminate the Services by 14 days notice to us (delivered either via letter or email).
    • 1.4. We reserve the right to cancel your Account at any time by notice with immediate effect, without cause.
    • 1.5. Nothing in these Terms and Conditions shall operate to exclude or limit Our liability for (a) death or personal injury caused by our negligence; or (b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the supply of Goods and Services Act 1982; or (c) fraud; or (d) any other liability which cannot be excluded or limited under applicable law.
    • 1.6. Subject to 1.4, Hildebrand will not be held liable or responsible for any direct or indirect loss or damages to the Customer or that of any third party nor for any loss of profits, opportunity or data.
    • 1.7. Subject to 1.4 and 1.5 our liability shall in no circumstances exceed the total sums paid to Hildebrand by the Customer under the relevant contract.

  2. Fees

    • 2.1. The Fees exclude VAT, but includes all royalties, licence fees or similar expenses arising from the use of any intellectual property.
    • 2.2. Our Fees do change from time to time, but you will be notified of such a change with seven days notice. If you object to the increase in Fees you can then instigate the Termination procedure.

  3. Service Availability

    • 3.1. We shall use our reasonable endeavours to always make available to the Customer the Goods but Hildebrand shall not, in any event, be liable for interruptions of Service or downtime of the Server beyond that agreed.
    • 3.2. We shall have the right to suspend Services at any time and for any reason, generally without notice.

  4. Payment

    • 4.1. All charges payable by You for Services shall be in accordance with the scale of charges agreed at inception of the Service.
    • 4.2. The detail of the Services provided will be stated on the Invoice.
    • 4.3. Payment will be made within 28 days of the Date of Invoice, the due date, after which we reserve the right to charge interest at 4% above Base Rate of Barclays Bank plc and would charge the non-discounted amount.
    • 4.4. All payments must be in UK Pounds Sterling via Direct Debit into Hildebrand Technology’s bank account, details provided on the Invoice.
    • 4.5. Without prejudice to our other rights and remedies under these Terms and Conditions, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend or cancel the provision of Services to you.

  5. Quality

    • 5.1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
      (a) conform in all material respects with their description and any applicable Specification;
      (b) be free from material defects in design, material and workmanship.
    • 5.2. Subject to clause 5.3, if:
      (a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all the Goods do not comply with the warranty set out in clause 5.1;
      (b) the Supplier is given a reasonable opportunity of examining such Goods; and
      (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
    • 5.3. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
      (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
      (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods;
      (c) the defect arises because of the Supplier following any drawing, design or specification supplied by the Customer;
      (d) the Customer alters or repairs such Goods without the written consent of the Supplier;
      (e) the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      (f) the Goods differ from their description or the Specification because of changes made to ensure they comply with applicable statutory or regulatory requirements.
    • 5.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
    • 5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    • 5.6. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

  6. Delivery

    • 6.1. The Supplier shall ensure that:
      (a) The Supplier shall endeavour to deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
    • 6.2. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
    • 6.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • 6.4. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • 6.5. If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods: (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and. (b) the Supplier may store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
    • 6.6. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all the Goods and charge the Customer for its reasonable storage and selling costs.
    • 6.7. If the Supplier delivers more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
    • 6.8. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

  7. Term and Termination

    • 7.1. The Term of this Service commences on the effective date of the order and continues thereafter subject to the Terms and Conditions here within.
    • 7.2. If You fail to pay any sums due to us as they fall due, We may suspend or cancel any Services without notice to you. Accounts are typically suspended seven days after the due date and fully cancelled after a further twenty-one days.
    • 7.3. If You breach any of these terms and conditions, We may suspend or cancel any Services without notice to you.
    • 7.4. If You are a company and You go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter a voluntary arrangement with your creditors or anyanalogous event or threaten do so, We shall be entitled to suspend or cancel any Services without notice to you.
    • 7.5. We reserve the right to suspend Services at any time. In the event of this You will be entitled to a prorata refund based upon the remaining period of prepayment.
    • 7.6. You may cancel the Services at any time with a 90-day notice period after an Initial minimum term of 1 year per license.
    • 7.7. We will be entitled to block your website and to remove all data where termination or suspension has occurred, no matter how that termination or suspension has occurred.
    • 7.8. Termination shall not relieve the You from obligation to pay all fees owed

  8. Ownership

    • 8.1. The intellectual property rights in all software, information, technology or data whatsoever supplied or made available by either party to the other party under this Agreement will remain the property of the supplying party.
    • 8.2. Neither party grants to the other any licence, sub-licence or other right in or to such intellectual property rights.
    • 8.3. You acknowledge the validity of the trademarks, service marks, logos, branding of Us used to provide the Services and agrees not to challenge the validity of them or claim any rights of ownership or interest in respect of them.

  9. Indemnification

    • 9.1. You agree that you shall defend, indemnify, save and hold Hildebrand harmless from all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Hildebrand, its agents, officers, employees and assignees, that may arise or result from any service provided or performed or agreed to be performed or any product sold.
    • 9.2. You agree to defend, indemnify and hold harmless Hildebrand against liabilities arising out of;
      (1) any injury to person or property caused by any products sold or otherwise distributed in connection with servers operated by Hildebrand;
      (2) any material supplied or hosted by customers on this website (including content infringing or allegedly infringing on the proprietary rights of a third party);
      (3) copyright infringement and
      (4) any defective products sold to customers from servers operated by Hildebrand.

  10. Disclaimer

    • 10.1. We will not be responsible for any damages your business may suffer. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and all service interruptions caused by us or any third party acting on our behalf. We expressly disclaim all and provide no representations or warranties in respect of this website, its contents or the services provided by us. We do not represent or warrant that the information accessible on or via this website is accurate, complete or current.

  11. Jurisdiction

    • 11.1. The law of England and Wales governs agreements between You and Hildebrand and You irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.