"Business Customer" means a legal entity (otherwise referred to as "you") who enters into a Contract with us to buy Goods or Services other than for private use.
"Contract" means any contract between you and us for the sale and purchase of Goods or Services, incorporating these Terms.
"Goods" means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them).
"Services" means services and support provided by us to you.
"Order" means an order for Goods or Services made by you in accordance with these Terms.
"Order Confirmation" means our written acceptance of your Order.
2 Orders2.1 When you place an Order for Goods or Services, this will be regarded as an offer by you to purchase the Goods or Services subject to these Terms and we shall not be obliged to accept your offer at our discretion.
2.2 We will accept your offer and create a Contract with you by sending to you an Order Confirmation once we have confirmed availability of the Goods or Services, verified your credit or debit card or payment details as necessary and prepared the Goods for dispatch. We reserve the right to obtain validation of your payment details before providing you with any Goods or Services.
2.3 We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer. Any such minor variation will not give you the right to cancel or rescind any Order or Contract made with us. Images of Goods are provided for illustrative purposes only.
2.4 When you place an Order, you are undertaking to us that:
(a) all details you provide to us for the purpose of purchasing Goods or Services are correct, and
(b) the credit or debit card you use to make a purchase from us is your own card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any Goods or Services you order from us.
2.5 We do not accept cancellation of orders by Business Customers once an Order Confirmation has been sent as many Orders are dispatched on the same day the Order is placed.
3 Prices and Payment3.1 All prices exclude VAT.
3.2 We reserve the right to vary our prices from time to time.
3.3 When you submit an Order, you will be notified of any additional costs including shipping and handling costs or insurance.
3.4 Payment is due prior to shipment.
3.5 Payment in advance for Orders to be delivered in the UK mainland may be made by cash, cheque and credit or debit card.
4 Delivery4.1 We shall use reasonable endeavours to despatch Goods to you by the estimated delivery date, but we shall not accept liability for failure to deliver within the stated time or on a stated day where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times.
4.2 If we are unable to deliver the Goods within 30 days of the estimated delivery date, you will, as your sole remedy, be entitled to cancel the Order and require any monies paid to us in respect of that Order to be refunded. In order to cancel, you must send written notice of cancellation to us after the estimated delivery date but before actual delivery of the Goods or notification from us that the Goods are ready for delivery.
4.3 Delivery is deemed to take place when the Goods are delivered to your nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to you.
4.4 You are required to be able to accept the Goods when they are ready for delivery.
4.5 Ownership of the Goods shall not pass to you until all payments has been received in full.
4.6 You should notify us immediately and in any event no longer than 48 hours after delivery in the event that Goods are found to be damaged on delivery, items are missing or the Goods are not as specified in the Order Confirmation. If you need to return any Goods, then please see our Returns policy below.
5 Returns5.1 Other than the express provisions set out in these Terms, all other terms and the implied terms or warranties relating to the supply of goods or services are excluded to the fullest extent permitted by law.
Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.
5.2 Care of Goods to be Returned
Whilst in possession of the Goods you will be under a duty to take reasonable care of them. We reserve the right to refuse a refund on Goods returned which have been made unfit for resale or damaged whilst in your possession.
5.3 Return of Defective Goods
(a) In the event that Goods are found to be defective at any time within the first 30 days from delivery then please contact our Customer Services team immediately that you become aware of the defect, ensuring that you have the item's serial number available to provide to our staff. Different manufacturers have differing policies for dealing with Goods which are termed 'dead on arrival', meaning that the Goods are found to be faulty either on delivery or very shortly afterwards. You will therefore be advised by our Customer Services team of the relevant manufacturer's returns policy.
We will not charge you for the collection of the Defective Goods. It is your responsibility to package and secure the Goods prior to collection to prevent damage during their return to us.
(b) We shall at our option repair or replace such Defective Goods (or the defective part) and only if a repair or replacement is not possible or would be disproportionate to the price of such Goods we shall at our discretion refund the price of such Defective Goods at the pro-rate contract rate provided that you return the Defective.
Goods to us with all internal and external parts that were delivered with the Goods.
(c) If we arrange for a courier collection of your Goods, this will normally take place between 9.00am and 5.30pm, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives.
(d) On receipt by us of the returned Goods, if following the testing process the Goods are found to be in good working order without defect, we will return the Goods to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with replacement Goods before completion of the testing process, you will be liable to pay for these Goods. If, when we examine the Defective Goods, it is evident that the defect has arisen because you have failed to follow our or the manufacturer's instructions as to the storage, installation, commissioning, use or maintenance of the Goods, or if you have altered the Goods without our written consent then we reserve the right to refuse a repair, replacement or refund.
5.4 Software Licences are non-returnable unless the Software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
5.5 Warranty Claims
(a) If Goods become faulty more than 30 days after delivery then you are advised to contact the manufacturer and use their warranty procedure. Unless otherwise stated in the manufacturer's documentation, all Goods carry a manufacturer's warranty.
(c) All warranties provided under these Terms shall be invalidated if the Goods have been worked upon, altered or damaged in any way by you or your employees or agents, or if the Goods have not been used in accordance with the manufacturer's instructions.
(d) We accept no liability for equipment installed or configured by us when the equipment has subsequently been altered or configured by persons other than ourselves or our agents.
6 Our Liability(a) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) we shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
7 Force Majeure7.1 We shall not be liable to you or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods or Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, 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 our employees or of a third party); difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.
7.2 If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.
8 Errors & Omissions8.1 We make every effort to ensure that all prices and descriptions quoted in our catalogue and on our website are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order.
9 Trade Names & Trade Marks9.1 Trade names and marks (other than ours) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.
9.2 In the case of component purchases, if you require a particular brand of product should, then before placing an order, please check with us to confirm the identity of the manufacturer of the component that you are proposing to purchase.
9.3 Both parties hereby acknowledge the intellectual property rights of suppliers and manufacturers of the Goods appearing in our sales literature and on our website.
10 General Terms of Business10.1 You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.
10.2 If any part of theses Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.
10.3 No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
10.4 Communications.
(a) All communications between the parties about the Contract shall be in writing and delivered by email or by hand or sent by pre-paid first class post or sent by fax to the registered office or such changed address as shall be notified to by the party; or (in any other case) to any address of yours set out in any document which forms part of the Contract or such other address as shall be notified to us by you.
(b) Communications shall be deemed to have been received:
(i) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(ii) if delivered by hand, on the day of delivery; or
(iii) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
(iv) If by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
10.5 These Terms shall be governed by the relevant laws of the United Kingdom and construed in accordance with the relevant laws of the United Kingdom and you irrevocably submit to the exclusive jurisdiction of the relevant courts of the United Kingdom.