Terms and Conditions

Chrisbeon Office Supplies- Online Sales Terms & Conditions for ‘non account’ customers

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (Products) listed on our website www.chrisbeon.co.uk (our site) to you. Please read these terms and conditions carefully before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference. Please click on the button marked “I Accept” at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.

1. INFORMATION ABOUT US

1.1 www.chrisbeon.co.uk is a site operated by Chrisbeon Office Supplies (we).
1.2 Our main trading address is Units B2 and B3, Stafford Park 4, Telford, TF3 3BA. Our VAT number is 162896430.
1.3 We are ISO 9001 accredited

2. SSERVICE AVAILABILITY

Our site is only intended for use by people resident in the United Kingdom. We only supply outside of the United Kingdom where a specific arrangement is put in place via telephone on 01952 292606 or via email to sales@chrisbeon.co.uk.

3. YOUR STATUS

By placing an order through our site, you warrant that: (a) You are legally capable of entering into binding contracts; and (b) You are at least 18 years old; (c) You are resident in the United Kingdom; and (d) You are accessing our site from that country. 2

4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Product has been dispatched (Dispatch Confirmation). The contract between us (Contract) will only be formed when we send you the Dispatch Confirmation.
4.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

5. OUR STATUS

5.1 We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.

6. CONSUMER RIGHTS

6.1 If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 11 below).

6.2 To cancel a Contract, you must inform us in writing. You must also return the Products to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.

6.3 If you are contracting as a business, clauses 6.1 does not apply. 3

6.4 Where you are a Consumer or a Business, you will not have any right to cancel a Contract for the supply of any of the following Products: (a) Software, Blank CD’s and DVD’s (unless unsealed in the original wrapper) (b) Food and perishable items. (c) For the supply of goods made to the buyer’s specification or clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly

6.5 Details of your statutory right of cancellation, and an explanation of how to exercise it, are provided in the Dispatch Confirmation. This provision does not affect your other statutory rights as a consumer.

7. AVAILABILITY AND DELIVERY

Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then where you are acting as a Consumer, delivery shall be within 30 days of the date of the Dispatch Confirmation, and where you are acting as a Business, delivery must be within a reasonable time of the Dispatch Confirmation, unless there are exceptional circumstances.

8. TITLE AND RISK

8.1 The risk in the Goods shall pass to the Customer on completion of delivery.

8.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due. 8.3 Until title to the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as the Supplier’s bailee; (b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.2; and 4 (f) give the Supplier such information relating to the Goods as the Supplier may require from time to time, but the Customer may resell or use the Goods in the ordinary course of its business.

8.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 10.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

9. PRICE AND PAYMENT

9.1 The price of the Products and our delivery charges will be as quoted on our site from time to time, except in cases of obvious error.

9.2 These prices exclude delivery costs and VAT, which will be added to the total amount due as set out in our Delivery Guide 

9.3 Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.

9.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.

9.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error.

9.6 We accept payment with: (a) Credit or debit cards (b) BACs or telegraphic transfer 5 (c) Paypal

9.7 We will not charge your credit or debit card until your order is accepted by us.

9.8 Where you are acting as a business and we have agreed to provide a credit facility to you, payment must be made within 30 days of the invoice. A minimum order may apply in this situation.

10. CUSTOMER’S INSOLVENCY OR INCAPACITY

10.1 If the Customer becomes subject to any of the events listed in clause

10.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due. 10.2 For the purposes of clause 10.1, the relevant events are: (a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; (b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; (d) (being an individual) the Customer is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 6 (f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; (g) (being a company) a floating charge holder over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets; (i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(a)to clause 10.2(h) (inclusive); (j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; (k) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and (l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 10.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

11. OUR REFUNDS POLICY

11.1 If you return a Product to us: (a) because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 6.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of cancellation. In this case, we will refund the price of the Product in full, and any applicable delivery charges. However, you will be responsible for the cost of returning the item to us. (b) for any other reason (for instance, because have notified us in accordance with clause 22 that you do not agree to a change in these terms and conditions or in any of our policies, or because you consider that the Product is defective), we will examine the returned Product and will notify you of your refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund. We will refund the price of a defective Product in full, 7 any applicable delivery charges and any reasonable costs you incur in returning the item to us. 11.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

12. WARRANTY

We warrant to you that any Product purchased from us through our site will, on delivery and for the following 12 months, conform with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.

13. OUR LIABILITY

13.1 Subject to clause 13.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Products and, subject to clause 13.2, any losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.

13.2 Subject to clause 13.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories: (a) loss of income or revenue; (b) loss of business; (c) loss of profits; (d) loss of anticipated savings; (e) loss of data; or (f) waste of management or office time. However, this clause 13.2 will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of this clause 13.2.

13.3 Nothing in this agreement excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; 8 (e) any deliberate breaches of these terms and conditions that would entitle you to terminate the Contract; or (f) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

14. IMPORT DUTY

14.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.

14.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.

15. EVENTS OUTSIDE OUR CONTROL

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action; (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (e) impossibility of the use of public or private telecommunications networks; and (f) the acts, decrees, legislation, regulations or restrictions of any government. 15.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours 9 to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

16. WRITTEN COMMUNICATIONS

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

17. NOTICES

All notices given by you to us must be given to Chrisbeon Office Supplies at sales@chrisbeon.co.uk. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 16 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

18. ASSIGNMENT

You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.

19. SEVERABILITY

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 10

20. WAIVER

20.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

20.2 A waiver by us of any default will not constitute a waiver of any subsequent default.

20.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 16 above.

21. ENTIRE AGREEMENT

21.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.

21.2 We each acknowledge that, in entering into a Contract, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.

21.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.

21.4 Nothing in this clause limits or excludes any liability for fraud.

22. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

22.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.

22.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to 11 those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).

23. LAW AND JURISDICTION

Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.

 

 

Chrisbeon Office Supplies Page 1

Chrisbeon Office Supplies

Account Customers (Business) – Terms & Conditions

The customer’s attention is drawn in particular to the provisions of clause 10.

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in

London are open for business.

Conditions: the terms and conditions set out in this document as amended from time

to time in accordance with clause 12.6.

Contract: the contract between the Supplier and the Customer for the sale and

purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Force Majeure Event: has the meaning given in clause 10.1

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out [in the Customer’s purchase

order form OR overleaf OR in the Customer’s written acceptance of the Supplier’s

quotation OR in the Customer’s purchase order form, the Customer’s written

acceptance of the Supplier’s quotation, or overleaf, as the case may be].

Specification: any specification for the Goods, including any related plans and

drawings, that is agreed in writing by the Customer and the Supplier.

Supplier: Chrisbeon Office Supplies

Terms: The terms and conditions contained in this document

1.2 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body

(whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or

permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute

or provision as amended or re-enacted. A reference to a statute or statutory

provision includes any subordinate legislation made under that statute or

statutory provision, as amended or re-enacted.

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(d) Any phrase introduced by the terms including, include, in particular or

any similar expression shall be construed as illustrative and shall not limit

the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 The Supplier considers that these Terms, the Order and its price list set out the whole

agreement between the Customer and the Supplier for the sale of the Goods. Please

check that the details in the Terms or on the Order are complete and accurate before

the Customer commits itself to the contract. If the Customer thinks there is a mistake

or omission in these documents, please contact the Supplier immediately. Any

changes to the specification of the Goods or other variation to the Terms or Order that

the Customer agrees with the Supplier’s authorised employees and agents will be

only be binding if recorded in writing. The Supplier only accepts responsibility for

statements and representations by the Supplier’s authorised employees and agents

that are made in writing. Please ensure that the Customer reads and understands these

Terms before it signs and submits the Order, because it will be bound by them once a

contract comes into existence between the Supplier and the Customer in accordance.

2.2 Any samples, drawings, descriptive matter, or advertising produced by the Supplier

and any descriptions or illustrations contained in the Supplier’s catalogues or

brochures are produced for the sole purpose of giving an approximate idea of the

Goods described in them. They shall not form part of the Contract or have any

contractual force.

2.3 A quotation for the Goods given by the Supplier shall not constitute an offer. A

quotation shall only be valid for a period of 5 Business Days from its date of issue.

3. GOODS

3.1 The Goods are described in the Supplier’s catalogue or displayed at the Supplier’s

premises as modified by any applicable Specification.

3.2 To the extent that the Goods are to be manufactured in accordance with a

Specification supplied by the Customer, the Customer shall indemnify the Supplier

against all liabilities, costs, expenses, damages and losses (including any direct,

indirect or consequential losses, loss of profit, loss of reputation and all interest,

penalties and legal and other reasonable professional costs and expenses) suffered or

incurred by the Supplier in connection with any claim made against the Supplier for

actual or alleged infringement of a third party’s intellectual property rights arising out

of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall

survive termination of the Contract.

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3.3 The Supplier reserves the right to amend the specification of the Goods if required by

any applicable statutory or regulatory requirements.

4. DELIVERY

4.1 The Supplier shall 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.

4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery

Location

4.3 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.

4.4 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.

4.5 Unless agreed between the parties, 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:

(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 shall store the Goods until delivery takes place, and charge the

Customer for all related costs and expenses (including insurance).

4.6 If 10 Business Days after the day on which the Supplier notified the Customer that

the Goods were ready for delivery the Customer has not accepted delivery of them,

the Supplier may resell or otherwise dispose of part or all of the Goods.

4.7 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to

and including 5% more or less than the quantity of Goods ordered, but a pro rata

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adjustment shall be made to the Order invoice on receipt of notice from the Customer

that the wrong quantity of Goods was delivered.

4.8 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.

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 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 of 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 Supplier’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 Goods’ failure to comply with the warranty set out

in clause 5.1 in any of the following events:

(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 or (if there are none) good trade practice

regarding the same;

(c) the defect arises as a result 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;

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(e) the defect arises as a result of fair wear and tear, wilful damage, negligence,

or abnormal storage or working conditions; or

(f) the Goods differ from their description or Specification as a result 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 Except as set out in these Conditions, all warranties, conditions and other terms

implied by statute or common law 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. THE SUPPLIERS REFUNDS POLICY

6.1 In the unlikely event that the Goods do not conform with these terms, please let the

Supplier know as soon as possible after delivery. If the buyer returns such product(s)

as faulty, we will only grant a credit note if the manufacturer of such product(s)

accepts that the product has not been overloaded, misused, incorrectly installed or

incorrectly stored. In certain circumstances, the buyer must complete a faulty product

evaluation form. The Supplier will collect the Goods on a date agreed or ask the

Customer to return the Goods to the Supplier at its cost and once the Supplier has

checked that the Goods are faulty, it will:

(a) provide the Customer with a full or partial refund;

(b) replace the Goods; or

(c) repair the Goods.

6.2 These Terms will apply to any repaired or replacement Goods supplied to the

Customer by the Supplier.

6.3 Subject to clause 6.4, if the Customer is unhappy with the Goods for any other

reason, it may return them to the Supplier at its own cost within 7 calendar days of

receipt for a full refund.

6.4 Subject to clause 5 and clause 6.1, the Customer will not have any right to cancel a

Contract for the supply of any of the following Products:

(a) Software, Blank CD’s and DVD’s (unless unsealed in the original wrapper)

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(b) Food and perishable items.

(c) For the supply of goods made to the buyer’s specification or clearly

personalised or which by reason of their nature cannot be returned or are

liable to deteriorate or expire rapidly

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

7.2 Title to the Goods shall not pass to the Customer until the Supplier has received

payment in full (in cash or cleared funds) for:

(a) the Goods; and

(b) any other goods or services that the Supplier has supplied to the Customer

in respect of which payment has become due.

7.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) store the Goods separately from all other goods held by the Customer so

that they remain readily identifiable as the Supplier’s property;

(c) not remove, deface or obscure any identifying mark or packaging on or

relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against

all risks for their full price from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events

listed in clause 9.2; and

(f) give the Supplier such information relating to the Goods as the Supplier

may require from time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.

7.4 If before title to the Goods passes to the Customer the Customer becomes subject to

any of the events listed in clause 9.2, or the Supplier reasonably believes that any

such event is about to happen and notifies the Customer accordingly, then, provided

that the Goods have not been resold, or irrevocably incorporated into another product,

and without limiting any other right or remedy the Supplier may have, the Supplier

may at any time require the Customer to deliver up the Goods and, if the Customer

fails to do so promptly, enter any premises of the Customer or of any third party

where the Goods are stored in order to recover them.

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8. PRICE AND PAYMENT

8.1 The price of the Goods will be as set out in the quotation the Supplier provided to the

Customer or, if the Supplier has not provided a quotation or the quotation has

expired, in its price list in force at the time the Supplier confirms the Order. Prices are

liable to change at any time, but price changes will not affect Orders that the Supplier

has confirmed in writing.

8.2 These prices include VAT. However, if the rate of VAT changes between the date of

the Order and the date of delivery, the Supplier will adjust the VAT he Customer

pays, unless it has already paid for the Goods in full before the change in the rate of

VAT takes effect.

8.3 These prices exclude delivery costs, which will be added to the total amount due.

8.4 It is always possible that, despite the Supplier’s best efforts, some of the Goods the

Supplier sells may be incorrectly priced. The Supplier will normally check prices as

part of its dispatch procedures so that, where the Goods’ correct price is less than its

stated price, it will charge the lower amount when dispatching the Goods to the

Customer. If the Goods’ correct price is higher than the price stated on its site, the

Supplier will normally, at its discretion, either contact the Customer for instructions

before dispatching the Goods, or reject the Order and tell the Customer. If the pricing

error is obvious and unmistakeable and could have reasonably been recognised by the

Customer as an error, the Supplier does not have to provide the Goods to the

Customer at the incorrect (lower) price.

8.5 Where Payment for the Goods must be made in advance, the Supplier accepts

payment with:

(a) Credit or debit cards

(b) Cheque

(c) Cash

(d) BACs or telegraphic transfer

(e) Paypal

8.6 The Supplier may invoice the Customer for the Goods on or at any time after the

goods are delivered. The invoice will quote the Order Number. The Customer must

pay the invoice in cleared monies on the day the Goods are delivered unless

otherwise agreed.

8.7 Where the Customer is acting as a business and the Supplier has agreed to provide a

credit facility to it, payment must be made within 30 days of the invoice. A minimum

order may apply in this situation.

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8.8 If the Customer does not make any payment due to the Supplier by the due date for

payment (as set out in clause 8.5 and 7.6, the Supplier may charge interest to it on the

overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank

PLC from time to time. This interest shall accrue on a daily basis from the due date

until the date of actual payment of the overdue amount, whether before or after

judgment. The Customer must pay the Supplier interest together with the overdue

amount.

8.9 Without limiting any other remedies or rights that the Supplier may have, if the

Customer does not pay the Supplier on time, it may cancel or suspend any other

outstanding Order until it has paid the outstanding amounts.

8.10 Clause 8.8 and clause 8.9 shall not apply for the period of the dispute if the Customer

disputes the payment owing in good faith and let the Supplier know promptly after it

has received the invoice that it disputes it.

9. CUSTOMERS INSOLVENCY OR INCAPACITY

9.1 If the Customer becomes subject to any of the events listed in clause 9.2, or the

Supplier reasonably believes that the Customer is about to become subject to any of

them and notifies the Customer accordingly, then, without limiting any other right or

remedy available to the Supplier, the Supplier may cancel or suspend all further

deliveries under the Contract or under any other contract between the Customer and

the Supplier without incurring any liability to the Customer, and all outstanding sums

in respect of Goods delivered to the Customer shall become immediately due.

9.2 For the purposes of clause 9.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is

unable to pay its debts as they fall due or admits inability to pay its debts, or

(being a company) is deemed unable to pay its debts within the meaning of

section 123 of the Insolvency Act 1986, or (being an individual) is deemed

either unable to pay its debts or as having no reasonable prospect of so

doing, in either case, within the meaning of section 268 of the Insolvency

Act 1986, or (being a partnership) has any partner to whom any of the

foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors

with a view to rescheduling any of its debts, or makes a proposal for or

enters into any compromise or arrangement with its creditors;

(c) (being a company) a petition is filed, a notice is given, a resolution is

passed, or an order is made, for or in connection with the winding up of the

Customer, other than for the sole purpose of a scheme for a solvent

amalgamation of the Customer with one or more other companies or the

solvent reconstruction of the Customer;

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(d) (being an individual) the Customer is the subject of a bankruptcy petition or

order;

(e) a creditor or encumbrancer of the Customer attaches or takes possession of,

or a distress, execution, sequestration or other such process is levied or

enforced on or sued against, the whole or any part of its assets and such

attachment or process is not discharged within 14 days;

(f) (being a company) an application is made to court, or an order is made, for

the appointment of an administrator or if a notice of intention to appoint an

administrator is given or if an administrator is appointed over the Customer;

(g) (being a company) a floating charge holder over the Customer’s assets has

become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the Customer’s assets or

a receiver is appointed over the Customer’s assets;

(i) any event occurs, or proceeding is taken, with respect to the Customer in

any jurisdiction to which it is subject that has an effect equivalent or similar

to any of the events mentioned in clause 9.2(a)to clause 9.2(h) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease

to carry on all or substantially the whole of its business;

(k) the Customer’s financial position deteriorates to such an extent that in the

Supplier’s opinion the Customer’s capability to adequately fulfil its

obligations under the Contract has been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity

(whether mental or physical), is incapable of managing his or her own

affairs or becomes a patient under any mental health legislation.

9.3 Termination of the Contract, however arising, shall not affect any of the parties’ rights

and remedies that have accrued as at termination. Clauses which expressly or by

implication survive termination of the Contract shall continue in full force and effect.

10. LIMITATION OF LIABILITY

10.1 Subject to clause 10.3 and clause 10.2, if either the Supplier or the Customer fails to

comply with these Terms, neither shall be responsible for any losses that the other

suffers as a result, except for those losses which are a foreseeable consequence of the

failure to comply with these Terms.

10.2 Subject to clause 10.3, neither the Supplier or the Customer shall be responsible for

losses that result from the Supplier’s failure to comply with these Terms which fall

into the following categories:

(a) loss of income or revenue;

(b) loss of profit;

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(c) loss of business;

(d) loss of anticipated savings;

(e) loss of data; or

(f) any waste of time.

However, this clause 10.2 shall not prevent claims for foreseeable loss of, or damage

to, the Customer’s physical property.

10.3 Nothing in this agreement excludes or limits in any way the Supplier’s liability for:

(a) death or personal injury caused by the Supplier’s negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the obligations implied by section 12 of the Sale of Goods Act

1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) defective products under the Consumer Protection Act 1987; or

(e) any other matter for which it would be illegal or unlawful for the Supplier to

exclude or attempt to exclude the Supplier’s liability.

11. EVENTS OUTSIDE THE SUPPLIERS CONTROL

11.1 The Supplier will not be liable or responsible for any failure to perform, or delay in

performance of, any of it’s obligations under a Contract that is caused by events

outside its reasonable control (Force Majeure Event).

11.2 A Force Majeure Event includes any act, event, non-happening, omission or accident

beyond the Suppliers reasonable control and includes in particular (without

limitation) the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack,

war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other

natural disaster;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or

other means of public or private transport;

(e) impossibility of the use of public or private telecommunications networks;

and

(f) the acts, decrees, legislation, regulations or restrictions of any government.

11.3 The Suppliers performance under any Contract is deemed to be suspended for the

period that the Force Majeure Event continues, and the Supplier will have an

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extension of time for performance for the duration of that period. The Supplier will

use its reasonable endeavours to bring the Force Majeure Event to a close or to find a

solution by which its obligations under the Contract may be performed despite the

Force Majeure Event.

12. GENERAL

12.1 Assignment

The Customer may not transfer any of it’s rights or obligations under these Terms to

another person without its prior written consent, which the Supplier will not withhold

unreasonably. The Supplier can transfer all or any of its rights and obligations under

these Terms to another organisation, but this will not affect the Customer’s rights

under these Terms.

12.2 Notices.

(a) Any notice or other communication given to a party under or in connection

with the Contract shall be in writing, addressed to that party at its registered

office (if it is a company) or its principal place of business (in any other

case) or such other address as that party may have specified to the other

party in writing in accordance with this clause, and shall be delivered

personally, sent by pre-paid first class post, recorded delivery, commercial

courier, fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if

delivered personally, when left at the address referred to in clause 12.2(a); if

sent by pre-paid first class post or recorded delivery, at 9.00 am on the

second Business Day after posting; if delivered by commercial courier, on

the date and at the time that the courier’s delivery receipt is signed; or, if

sent by fax or e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any

proceedings or other documents in any legal action.

12.3 Severance.

(a) If any court or competent authority finds that any provision of the Contract

(or part of any provision) is invalid, illegal or unenforceable, that provision

or part-provision shall, to the extent required, be deemed to be deleted, and

the validity and enforceability of the other provisions of the Contract shall

not be affected.

(b) If any invalid, unenforceable or illegal provision of the Contract would be

valid, enforceable and legal if some part of it were deleted, the provision

shall apply with the minimum modification necessary to make it legal, valid

and enforceable.

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12.4 Waiver.

A waiver of any right or remedy under the Contract is only effective if given in

writing and shall not be deemed a waiver of any subsequent breach or default. No

failure or delay by a party to exercise any right or remedy provided under the

Contract or by law shall constitute a waiver of that or any other right or remedy, nor

shall it preclude or restrict the further exercise of that or any other right or remedy.

No single or partial exercise of such right or remedy shall preclude or restrict the

further exercise of that or any other right or remedy.

12.5 Third party rights.

A person who is not a party to the Contract shall not have any rights under or in

connection with it.

12.6 Variation.

Except as set out in these Conditions, any variation to the Contract, including the

introduction of any additional terms and conditions, shall only be binding when

agreed in writing and signed by the Supplier.

12.7 Governing law and jurisdiction.

The Contract, and any dispute or claim arising out of or in connection with it or its

subject matter or formation (including non-contractual disputes or claims), shall be

governed by, and construed in accordance with, English law, and the parties

irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.