General Terms & Conditions

The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation which shall be subject to these Terms and Conditions.

Except where otherwise agreed in writing with the Supplier, this Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

Where the Customer has entered into a separate agreement with the Supplier, for example support services, the terms of that agreement shall govern the provision of those services and shall take precedence over these general terms in the event of any conflict.

In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

Unless the context otherwise requires, references to "writing" include any communication effected by electronic or facsimile transmission or similar means; a statute is a reference to that statute as amended or re-enacted at the relevant time; and the headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.

The Supplier's employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

Sales literature, price lists and other documents issued by the Supplier are subject to alteration without notice and do not constitute offers to sell the Goods. No contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer, or has accepted an order placed by the Customer by whichever is the earlier of: the Supplier's written acceptance; delivery of the Goods; provision of the Services; or the Supplier's invoice.

Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, invoice or other document issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.

The specification for the Goods shall be that set out in the Supplier's sales documentation unless varied expressly in the Customer's order (if such variation(s) is/are accepted by the Supplier).

The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or European Economic Community requirements, or where the Goods are to be supplied to the Supplier's specification, which do not materially affect their quality or performance.

With effect from the Commencement Date the Supplier shall, in consideration of the price being paid in accordance with these Terms and Conditions and the quotation, provide the Services expressly identified in the quotation.

The price of the Goods and Services shall be the price listed in the quotation current at the date of acceptance of the Customer's order or such other price as may be agreed in writing by the Supplier and the Customer.

Where the Supplier has quoted a price other than in accordance with the Supplier's published price list, the price quoted shall be valid for 7 days only or such lesser time as the Supplier may specify.

The Supplier reserves the right to increase the price of the Goods and/or Services to reflect any increase in cost due to any factor beyond the Supplier's control (including foreign exchange fluctuation, alteration of duties, or significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications requested by the Customer, or any delay caused by Customer instructions or failure to give adequate information.

The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which the Customer shall be additionally liable to pay to the Supplier.

The Supplier shall invoice the Customer for the price of the Goods and Services on or at any time after delivery or provision of the Services.

The Customer shall pay the price of the Goods (less any discount or credit allowed by the Supplier, but without any other deduction, credit or set off) within 30 Calendar Days of the date of the Supplier's invoice. Payment shall be made on the due date notwithstanding that delivery or provision may not have taken place and/or that property in the Goods has not passed to the Customer. Time for payment shall be of the essence of the Contract.

All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

The Supplier is not obliged to accept orders from any customer who has not supplied satisfactory references. If at any time the Supplier is not satisfied as to the creditworthiness of the Customer, it may give written notice that no further credit will be allowed, and all amounts owing shall become immediately payable.

Delivery of the Goods shall be made by the Supplier delivering the Goods to the place specified in the quotation or, if no place is specified, by the Customer collecting the Goods at the Supplier's premises after the Supplier has notified the Customer that the Goods are ready for collection.

The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing.

If the Customer fails to take delivery of the Goods on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable delivery on that date, the Supplier shall be entitled to store or arrange storage of the Goods and the Customer shall pay all costs and expenses including storage and insurance charges arising from such failure.

If the Supplier fails to deliver the Goods or provide the Services on the Delivery Date other than for reasons outside the Supplier's reasonable control or the Customer's fault, and the Customer gives written notice to the Supplier 28 Business Days after the Delivery Date and the Supplier fails to deliver within a further 28 Business Days of receiving such notice, the Customer may cancel the order and the Supplier's liability shall be limited to the excess (if any) of the cost to the Customer of similar goods or services over the price of the Goods or Services not delivered.

Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery, or when the Supplier notifies the Customer that installation is complete.

Legal and beneficial title to the Goods shall not pass to the Customer until the Supplier has received payment in full of the price of the Goods. Until then the Customer shall store the Goods separately, keep them identifiable as the Supplier's, and insure them against all reasonable risks.

The Customer shall not be entitled to pledge or charge any Goods which remain the property of the Supplier. If the Customer does so, all money owing by the Customer to the Supplier shall forthwith become due and payable. The Supplier reserves the right to repossess any Goods in which it retains title without notice.

The Supplier may assign the Contract or any part of it to any person, firm or company without the prior consent of the Customer.

The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

If on delivery any of the Goods are defective in any material respect and the Customer either lawfully refuses delivery or gives written notice of such defect to the Supplier within 3 Business Days of delivery, the Supplier shall at its option: replace the defective Goods within 90 Business Days; repair the defective Goods within 90 Business Days; or refund to the Customer the price for those Goods which are defective. The Supplier shall have no further liability to the Customer in respect thereof.

No Goods may be returned to the Supplier without prior written agreement. Goods returned which the Supplier is satisfied were defective shall either be replaced free of charge or, at the Supplier's sole discretion, refunded or credited.

The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Supplier's instructions, misuse or alteration of the Goods without the Supplier's prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.

Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy, the Supplier shall be entitled to: cancel the order or suspend any further deliveries; appropriate any payment made by the Customer to such Goods and/or Services as the Supplier may think fit; and charge the Customer interest on the amount unpaid at the rate of 8% per annum above Bank of England base rate from time to time, until payment in full is made, together with late payment debt recovery compensation as defined at gov.uk.

This clause also applies if: the Customer fails to perform or observe any of its obligations or is otherwise in breach of the Contract; the Customer becomes subject to an administration order, voluntary arrangement, bankruptcy or liquidation; an encumbrancer takes possession or a receiver is appointed over any of the Customer's assets; or the Customer ceases or threatens to cease to carry on business.

If clause 13.2 applies, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable.

The Supplier will not be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims which arise out of or in connection with the supply of the Goods and Services.

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered arising from loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.

Nothing in these Terms and Conditions excludes or limits the liability of the Supplier: for death or personal injury caused by the Supplier's negligence; for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.

Subject to clause 14.4, the Supplier's 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. The Supplier shall not be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential.

Each Party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 15.2.

Each Party may disclose the other Party's Confidential Information to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Contract, and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

All notices under these Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

Notices shall be deemed to have been duly given when delivered by hand, on the second day after posting by first class mail, on the day of transmission by fax, or on the next Business Day when sent by email.

The Supplier shall not be liable to the Customer or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.

No failure or delay on the part of either Party to exercise any right or remedy under these Terms and Conditions shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.

If any provision of these Terms and Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Terms and Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms and Conditions.

For the purposes of the Contracts (Rights of Third Parties) Act 1999 these Terms and Conditions are not intended to, and do not, give any person who is not a party to it any right to enforce any of its provisions.

These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract shall fall within the jurisdiction of the courts of England and Wales.