TERMS AND CONDITIONS - SALE OF GOODS

For the avoidance of doubt if any of the foregoing occur in relation to a partner in any of the parties hereto it shall be deemed to occur in relation to that party;

"Services"                            means any services to be performed by the Company;

2. Basis of Contract

2.1     Where Goods are quoted for supply from stock they are quoted subject to being unsold when the Customer's order is accepted.

2.2     These Conditions shall form the terms and conditions of the Contract and shall apply to the exclusion of any terms or conditions whether put forward by or on behalf of the Customer in or on its order or otherwise or whether implied by law (insofar as the exclusion of the same is lawful).

2.3     The placing by the Customer of any order shall constitute an offer by the Customer. No contract shall come into existence unless the Company accepts the Customer's order in writing. Any order placed by the Customer with any of the Company's salesmen or other employees or representatives shall be subject to written acceptance by the Company.

2.4     No alteration to the Conditions shall be effective unless expressly agreed to in writing by the Company.

3. Information, Samples and Materials Supplied

3.1     The Customer shall be responsible to the Company for ensuring the accuracy and sufficiency of its order (including of any applicable specification and/or sample). The Company shall be entitled to charge the Customer for all costs (and a reasonable element of profit) incurred by it where variations to Goods and/or Services are requested by the Customer and accepted by the Company.

3.2     Where samples are to be supplied by the Company, the Customer shall as soon as reasonably practicable and in any event within 14 days after receipt of the same notify the Company that the samples are in all respects satisfactory or of any respect in which the samples are not satisfactory. In default of such notification the Company shall be entitled but not bound to proceed in the manufacture of the remainder of the Contract.

4. Delivery

4.1     The Company endeavours to stock a full inventory of Goods, and as such the Company endeavours to dispatch most orders within 1 Business Day. Subject to stock availability, the Company endeavours to dispatch orders placed before 4pm on any Business Day, on the same Business Day. Subject to stock availability, the Company endeavours to dispatch orders placed after 4pm, or on any day other than a Business Day on the following Business Day. For items out of stock at the time of ordering, the Company endeavours to dispatch those Goods as soon as they are in stock, with no additional delivery charge to the Customer.

4.2     The Company will make reasonable efforts to achieve this delivery policy, however this delivery policy is subject to change without notice. If a delivery delay is likely, the Company will endeavour to contact the Customer and advise him of the delay. The Customer will not be entitled to damages or compensation if delivery of the Goods does not occur on the estimated delivery date or at the estimated delivery time (if any).

4.3     The Company will not be liable for any delay in the delivery of the Goods however caused, including any delay due to any event beyond our reasonable control (including but not limited to: an act of God, explosion, flood, tempest, fire, accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lockouts, or other industrial actions or trade disputes (whether involving our employees or those of a third party); difficulty in obtaining materials, labour, or machinery; and power failure or breakdown in machinery).

4.4     If the Company is unable to deliver the Goods within 30 days from acceptance of the order, the Company will either agree with the Customer a new timescale for the delivery or either party may cancel the order. Upon such cancellation, the Company will return any monies paid to it in respect of such order to the Customer. Cancellation will only be valid if the Customer notifies the Company in writing after the 30 day period and before such Goods have been shipped.

4.5     Any time quoted by the Company for delivery of all or any of the Goods and/or performance of all or any of the Services is an estimate only and time shall not be of the essence. The Company shall not be liable for any failure to meet any such estimate, nor for any loss, of whatsoever nature resulting directly or indirectly therefrom.

4.6     The Company reserves the right to deliver all or any of the Goods and/or Services in advance of the estimated date.

4.7     In the absence of agreement to the contrary, delivery of the Goods shall be made to the address confirmed in the order as soon as practicable following notification from the Company that the Goods are ready for dispatch, or if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.

4.8     The Company reserves the right to deliver by instalments and each delivery shall constitute a separate contract to which these Conditions shall apply. Failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

4.9     Where delivery of the Goods is to be made by the Company in bulk, the Company reserves the right to deliver up to 10% more or less than the quantity ordered, and the Company shall charge for the Goods in accordance with the quantity actually delivered.

4.10    If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions after notification by the Company that the Goods are ready the Company may (without prejudice to its other rights and remedies)

            4.10.1     store the Goods (on its own or any third party's premises) and charge the Customer for its reasonable costs (including without limitation VAT costs of storage, carriage and insurance); and/or

            4.10.2     sell the Goods at any time and after deducting all costs and expenses account to the Customer for any excess over the price already paid under the Contract or charge the Customer for any shortfall between the Contract price and such costs and expenses.

4.11     Notification of short delivery (measured by weight or number) must be made in writing to the Company within 3 days of the receipt of the Goods. If the Goods are damaged in transit, the receipt should be signed "Damaged" and the Company must be notified within 24 hours of the delivery of the Goods.

4.12     Notification of non-delivery must be made in writing to the Company:

            4.12.1     within 3 working days of shipment if the goods were dispatched using a UPS Express Plus, UPS Express, UPS Express Saver option; or
            4.12.2     within 15 working days of shipment if the goods were dispatched using the UPS Standard or Royal Mail delivery option, or if using LTL for shipping pallets.

4.13    The Company shall at its option either make good the whole or part of the price (and where relevant, as a deduction from any part of the price remaining unpaid) or by repair or replacement any such non-delivery, short delivery or damage notified as aforesaid and save as provided in this Condition, shall not be liable for any such non-delivery, short delivery or damage in transit nor for any loss, financial or otherwise resulting directly or indirectly therefrom.

5. Description

           All descriptive and technical specifications, drawings, catalogues, illustrations and particulars of weight and dimensions supplied by the Company are approximate only and the Company reserves the right without notice to the Customer to make alterations thereto and to supply the Goods so altered in performance of the Contract provided that such alterations do not materially affect the characteristics of the Goods.

6. Price

6.1     Any price quoted by the Company is based upon costs current as at the date of quotation. The price charged to the Customer under the Contract may be changed to take account of costs current at the date of invoice. When an order is placed, the Customer will be notified of any and all shipping charges. Payment is due prior to shipment unless otherwise agreed in writing by the Company. Orders may be paid by cash, cheque, Visa, MasterCard, Maestro, or American Express. The Company does not add any credit card surcharges. Open account terms are available to qualifying resellers only; please call the Company on 0800 328 2916 for more information.

6.2     Unless otherwise expressly stated in writing, all prices are exclusive of VAT. All Customers must pay VAT on the Goods. Businesses can request a reclaim of VAT directly with HMRC if appropriate.

6.3     Subject to prior written agreement to the contrary, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after the Company has tendered delivery of the Goods.

6.4     The Customer shall make payment in full within 30 days following the date appearing on the Company's invoice notwithstanding that the delivery may not have taken place and the property in the Goods may not have passed to the Customer. Interest at the annual rate of 4% over the base rate of the JP Morgan Chase Bank Plc will be charged on a daily basis on all monies outstanding after the due date until the actual date of payment (both before and after judgment).

6.5     Where payment is agreed to be made by instalments, any delay or default by the Customer in making payment in respect of any one instalment shall render all the remaining instalments due forthwith, and interest will be charged in accordance with condition 6.4 with immediate effect until the date of actual payment.

6.6     The Company may appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Company and the Customer) as the Company may think fit (notwithstanding any purported appropriation by the Customer).

7. Risk and Title

7.1     Risk in the Goods shall pass to the Customer immediately on delivery to the Customer or into custody on the Customer's behalf whichever is sooner.

7.2     Notwithstanding delivery and the passing of risk, property in and title to the Goods shall remain in the Company until the Company has received payment of the full price of:
        
          7.2.1     all Goods and/or Services the subject of the Contract; and

          7.2.2     all other goods and/or services supplied by the Company to the Customer under any other contract whatsoever.

7.3     Until property in and title to the Goods passes to the Customer

          7.3.1     the Customer shall keep the Goods properly stored, protected and insured and separate from all or any other goods whether belonging to the Company, the Customer or any third party;

          7.3.2     the Company shall be entitled at any time forthwith to revoke the Customer's power to deal with the Goods; and it shall automaticaly cease if an Insolvency Event shall occur in respect of the Customer; and

          7.3.3     the Customer shall not make any modification to the Goods or their packaging or alter, remove or tamper with any marks, numbers or other means of identification used on or in relation to the Goods.

7.4     Upon termination of the Customer's power to deal with the Goods, the Customer shall place the Goods at the disposal of the Company and the Company and its servants and agents are hereby irrevocably authorised without the need for consent of any third party but using only such force as may be necessary, to enter upon any premises of the Customer for the purpose of removing the Goods.

8. Termination and Suspension

          Without prejudice to any rights and remedies available to it, the Company shall be entitled, forthwith on written notice to the Customer either to terminate the Contract wholly or in part and/or any other contract with the Customer either to terminate the Contract wholly or in part and/or any other contract with the Customer or to withhold performance of all or any of its obligations under the Contract and/or any other contract with the Customer (and on the giving of such notice all monies outstanding from the Customer to the Company shall become immediately due and payable) if:

8.1     any sum owing to the Company from the Customer on any account whatsoever shall be unpaid after the due date for payment (in which event the Company shall have a general lien for any such sum on all and any property of the Customer in its possession);

8.2     an Insolvency Event shall occur in respect of the Customer;

8.3     the Customer shall commit any breach of any contract (including without limitation the Contract) with the Company.

          In the event of a suspension of performance the Company shall be entitled, as a condition of resuming performance, to require pre-payment, or such security as it may require.

9. Warranty

9.1     The Company shall:

          9.1.1     make good at its option by reimbursement of the whole or part of the price (and, where relevant, as a deduction from any part of the price remaining unpaid) or by repair or by replacement:

                       9.1.1.1     subject to Condition 3 any failure by the Goods to correspond with their specification at the time of delivery;

                       9.1.1.2     make good by reimbursement of the price or by re-performance of the Services any defective workmanship in the performance of Services;
 
          provided that:

          9.1.3     any failure to meet specification is notified in writing to the Company within 3 days from the date of delivery or (where the failure was not apparent on reasonable inspection) within a reasonable time after discovery of the failure and in any event such failure must be notified within 1 month after delivery;

          9.1.4     any such defect in design materials workmanship shall have appeared within 1 month after delivery and shall have been thereupon promptly notified to the Company in writing;

          9.1.5     the Company shall be under no liability in respect of any defect in the Goods arising from any drawings, design or specification supplied by the Customer;

          9.1.6     the Company shall be under no liability in respect of any defect arising from fair wear and tear, or other acts of the Customer including without limitation wilful damage, negligence, lack of proper maintenance or servicing, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval;

          9.1.7     the Company shall be under no liability until any monies due from the Customer under the Contract and any other contract between the Company and the Customer, have been paid in full;

          9.1.8     any Goods alleged to be defective are promptly made available to the Company for inspection and, if so required by the Company, are promptly returned at the Customer's risk and expense to the Company's works for inspection; and

          9.1.9     the above warranty does not extend to parts, materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company and can be transferred.

9.2     Please see our Returns Policy for further information.

9.3     Nothing in this Condition shall operate so as:

          9.3.1     to exclude the Company's non-excludable liability in respect of death or personal injury caused by the negligence of the Company, its servants or agents;

          9.3.2     to affect the statutory rights of the Customer where Goods are sold or Services are supplied to a Customer dealing as a consumer within the meaning of Unfair Contract Terms Act; or

          9.3.3     to exclude the application of Section 12 of the Sale of Goods Act 1979;

          9.3.4     to exclude liability for fraudulent misrepresentation.

9.4     The Company shall not be liable to the Customer in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss or damage which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company, its servants or agents.

9.5     The Company shall not be liable to the Customer in contract, tort (including without limitation negligence) and/or breach of statutory duty for any loss of profits and/or loss of production or any indirect or consequential (including economic) loss of any kind which the Customer may suffer by reason of any act, omission, neglect or default (including negligence) in the performance of the Contract by the Company, its servants or agents.

10. Health and Safety

          For the purposes of Section 6(8) of the Health and Safety at Work Etc Act 1974 the Customer undertakes to comply with all instructions relating to the Goods received from the Company from time to time and to take such other steps sufficient to ensure, so far as is reasonably practicable, that the Goods will at all times be safe and without risk to health when being properly used, set, cleaned and maintained by a person at work.

11. Intellectual Property Rights

11.1    If any claim is made against the Customer that the Goods infringe or that their use or resale infringes the patent,copyright, database right, design right, regisered design, trade mark or other industrial or intellectual property rights of any other person or any claim is made in respect of passing off or unauthorised use of Confidential Information in relation to the Goods and/or their use or resale the Customer shall forthwith notify the Company in writing and the Company shall be given full control of any proceedings or negotiations in connection with any such claim. The Customer shall give the Company all reasonable assistance for the purposes of any such proceedings or negotations and except pursusant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Company (which shall not be unreasonably withheld). The Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Company may have in relation to such infringement.

11.2   If the Goods are the manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall (without prejudice to the other rights and remedies of the Company) indemnify the Company in full against all loss, costs, damages, charges, expenses and other liabilities awarded against or incurred by the Company as a result of or in connection with

          11.2.1   any claim for infringement of any patent, copyright, database right, design right, registered design, trade mark or other industrial or intellectual property rights of any other person and/or for passing off and/or unauthorised use of Confidential Infromation which results from the Company's use of the Customer's specifications;

          11.2.2   any other liability of any kind to any third party including without limitation for defective Goods, personal injury or death to the extent that it arises from the specification.

12. Contracts for Services

           If the Contract is for, or to include, Services to be performed by the Company the following provisions shall apply:

12.1    The Company shall be obliged to carry out Services only during normal working hours and shall be entitled to charge for any overtime worked upon request by the Customer.

12.2    Where Services are performed at the premises of the Customer, the Customer shall provide free of charge:

          12.2.1     Proper and safe storage and protection of all Goods, tools, plant, equipment and materials on site;

          12.2.2     Free and safe access to the site and place where the Services are to be performed;

          12.2.3     All facilities and services necessary to enable such Services to be performed safely and expeditiously;
 
          12.2.4     If such Services include the installation of Goods, all builders work, foundations and cutting away and making good where necessary;

          12.2.5     The availability of all plant and equipment to permit the Goods to be tested upon completion of Services.

12.3    The Customer shall play the Company any expenses incurred by the Company by reason of a breach by the Customer of any of its obligations in this Condition without prejudice to the Company's right to recover any loss thereby occasioned.

12.4    Goods and Services supplied on the site of the Customer are at all times at the sole risk of the Customer and if any part is lost or destroyed for any reason whatsoever the Company shall be entitled to charge as a variation to the Contract for the restoration of such Goods and/or Services. The Customer shall for the benefit of itself and the Company insure and keep insured with reputable insurers the full value of Goods and Services against every kind of loss, damage or destruction. The Customer shall product the policy to the Company upon request together with the latest premium receipts and in default of effecting the same the Company shall be entitled to do so and add the cost of such insurance to the Contract price.

13. General

13.1    It shall be the responsibility of the Customer to ensure that all requirements applicable to the Contract, whether statutory, regulatory, municipal and/or otherwise howsoever, (including without limitation any relating to the importation or use of the Goods in the country of destination and for the payment of duties thereon) are duly complied with. It shall be a condition precedent to the performance by the Company of its obligations under the Contract that all necessary licences, permits and consents shall have been obtained by the Customer.

13.2    The rights and remedies of the Customer in respect of the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company to the Customer nor by any failure of or delay by the Company in ascertaining or exercising any such rights or remedies. Any release, waiver or compromise or any other arrangement of any kind (a release) by the Company shall not affect its rights and remedies as regards any other party nor its rights and remedies against the Customer in whose favour it is granted or made except to the extent of the express terms of the release and no such release shall have effect unless granted or made in writing. The rights and remedies in this Contract are cumulative and not exclusive of any rights and/or remedies provided by law.

13.3    For the avoidance of doubt, nothing in these Conditions shall confer on any third party any benefit or the right to enforce any provision of these Conditions.

13.4   The Contract is personal to the Customer. The Customer shall not assign, transfer or charge its rights and responsibilities under this Contract or any of them, without the prior written consent of the Company.

13.5   The provisions of the Conditions are severable and distinct from one another, and, if at any time any of the provisions is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions shall not in any way be affected or impaired.

13.6   The Conditions and the Contract shall not constitute and shall not be deemed to constitute a partnership between the Company and the Customer and the Customer shall not act nor purport to act as agent for the Company but solely as an independent contractor.

13.7   All notices under this Contract shall be in writing and may be served by post or facsimile transmission addressed to the other party at the address given in this Contract or at such other address as a party shall from time to time by notice in writing give to the other party for the purpose of service of notices under this Contract. Such notice shall be deemed to have been served by post at the expiration of 2 days after dispatch of the same or if sent by facsimile transmission at ten hours local time on the next normal Business Day of the recipient following dispatch. In proving service it shall be sufficient to show in the case of a letter that the same was duly addressed prepaid and posted in the manner provided and in the case of a facsimile transmission report that it was transmitted to the correct telephone number.

13.8   The Contract shall be governed in accordance with the laws of England and Wales.

13.9   Any dispute arising under this Contract shall be subject to the exclusive jurisdiction of the English courts and the parties waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.

1) ConSUMER RETURNS

• Contact customer services on 0800 328 2916 to obtain a Return Merchandise Authorisation ("RMA") number and ensure that this RMA is printed clearly on the return shipping label;
• Return the product to us within the 7 working day period stated above, please ensure that you include a copy of your original invoice or packing slip with your return;
• Return the product in its original sealed packaging and in an undamaged, resalable condition. Please also ensure that you include any manuals, components and other associated literature (if applicable);
• Please note that refunds will not be made in relation to products that we determined have not been returned in an undamaged and resalable condition;
• Please note that you are responsible for all return postage and shipping costs.

2) BUSINESS Returns AND CONSUMER RETURNS BEYOND 7 WORKING DAYS

• Contact customer services on 0800 328 2916 to obtain a Return Merchandise Authorisation ("RMA") number and ensure that this RMA is printed clearly on the return shipping label.
• Return the product to us within the 30 day period stated above. Please ensure that you include a copy of your original invoice or packing slip with your return, however please do not mark or apply labels directly to any product or product packaging;
• Return the product in its original sealed packaging and in an undamaged, resalable condition. Please also ensure that you include any manuals, components and other associated literature (if applicable);
• A 15% restocking fee will be deducted from the price paid for the product, before the refund is made;
• Please note that refunds will not be made in relation to products that we determined have not been returned in an undamaged and resalable condition;
• Please note that you are responsible for all return postage and shipping costs.

3) DEFECTIVE AND DAMAGED PRODUCTS

4) GENERAL ISSUES

• Discontinued, end-of-life and custom ordered products are identified as such at the time of sale and are non-refundable (unless you are a consumer cancelling your order in accordance with paragraph 1) above and/or unless you are exercising your right to return a defective product as stated in paragraph 3) above, unless such product is clearly stated as being damaged at the time of sale).
• All credits must be used within one year of their issue date.
• RMA numbers are only valid for 30 days from their date of issue.
• Custom cables ordered incorrectly may be reworked for an additional charge. Please contact customer services on 0800 328 2916 to discuss this option further.
• Opened products are non-refundable except where they are defective or damaged in accordance with paragraph 3) above.