1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

Buyer: means a person who is 18 years old or a body corporate.

Business Days means any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.

Contract: means the Order and the Seller’s acceptance of the Order.

Goods: means all goods supplied during the by the Seller to the Buyer in accordance with these Conditions.

Order: means the Buyer’s instruction to buy the Goods, incorporating these conditions.

1.2 Words in the singular shall include the plural and vice versa.

1.3 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

2. APPLICATION OF CONDITIONS

2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any Order, confirmation of an Order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Order, confirmation of Order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Buyer’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by TT Systems Limited of the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this condition shall exclude or limit the Seller's liability for fraudulent misrepresentation.

2.4 Each Order or acceptance of Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 No Order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of the Order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.

2.6 Any quotation is given on the basis that no Contract shall come into existence until the Seller despatches an acknowledgement of the Order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
 

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation or acknowledgement or Order form.

3.2 All descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not sale by sample.
 

4. CHARGES AND PAYMENT OF GOODS

4.1 Unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price set out in the Seller's price list published on the date of delivery or deemed delivery.

4.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.

4.3 In the event that an error is discovered in the price of the Goods ordered the Seller endeavours to inform the Buyer as soon as reasonably practicable.
 

5. PAYMENT

5.1 Subject to condition 5.6, Payment shall be made in full when ordering the Goods unless the Buyer has a credit account with the Seller and payment of the price for the Goods is due in pounds sterling 30 days following the date on which the Goods are delivered or deemed to be delivered.

5.2 No contract for the sale of the Goods will subsist between the Seller and Buyer until the Goods are dispatched.

5.3 On dispatch of the Goods a confirmation email will be sent to the Buyer and this email will amount to acceptance by the Seller of the Order.

5.4 Time for payment shall be of the essence.

5.5 No payment shall be deemed to have been received until the Seller has received cleared funds.

5.6 All payments payable to the Seller under the Contract shall become due immediately on its termination despite any other provision.

5.7 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.

5.8 If the Buyer fails to pay the Seller any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.
 

6. DELIVERY OF GOODS

6.1 Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Seller’s place of business.

6.2 The Buyer shall take delivery of the Goods within 5 days of the Seller giving it notice that the Goods are ready for delivery.

6.3 Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.

6.4 Subject to the other provisions of these conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.

6.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

6.6 The Buyer shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.

6.7 If the Seller delivers to the Buyer a quantity of Goods of up to 25% more or less than the quantity accepted by the Seller, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.

6.8 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

6.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

6.10 All Goods paid by means of credit or debit card will be delivered to the card holder’s address unless otherwise agreed in writing by the Seller.

7. NON-DELIVERY

7.1 The quantity of any consignment of Goods as recorded by the Seller on despatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

7.2 The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless the Buyer gives written notice to the Seller of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.

7.3 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
 

8. PROPERTY

8.1 The Goods are at the risk of the Buyer from the time of delivery.

8.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Seller from the Buyer on any account.

8.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Seller's bailee;
(b) store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.

8.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
(b) any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

8.5 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.

8.6 The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.

8.7 Where the Seller is unable to determine whether any Goods are the Goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all Goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.

9. QUALITY

9.1 Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.

9.2 The Seller warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for purpose; and
(c) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Seller in writing and the Seller has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Seller.

9.3 The Seller shall not be liable for a breach of any of the warranties in condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the Seller, and, if the defect is as a result of damage in transit to the carrier, within 3 days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Seller's cost for the examination to take place there.

9.4 The Seller shall not be liable for a breach of any of the warranties in condition 9.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Seller's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Seller.

9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Seller shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Seller so requests, the Buyer shall, at the Seller's expense, return the Goods or the part of such Goods which is defective to the Seller.

9.6 If the Seller complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.

9.7 Any Goods replaced shall belong to the Seller and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.

10. RETURN POLICY

10.1 The Buyer may reject any Goods delivered to it that do not comply with conditon 9 of this agreement:-
(a) in the case of a defect that is apparent on normal visual inspection, within 3 Business Days of Delivery; and
(b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
provided that notice of rejection is given to the Seller by obtaining a Return Merchandise Authority number (RMA) from the Seller by way of completing a returns sheet available on request. The RMA will remain valid for a period of 14 days from the date of issue by the Seller.

10.2 The Seller reserves the right to refuse further delivery of Goods after the period provided at conditon 10.1 above.

10.3 Any Goods must be returned in original packaging complete with all cables, manuals and disks/CD’s with the RMA number clearly marked on the outside of the packaging and the Seller reserves the right to refuse delivery of any Goods returned without an RMA. All Goods are returned at the Buyers sole risk.

10.4 The Seller reserves the right to charge a reasonable administrative fee per item for any Goods which are physically damaged, not to be found faulty or Goods from which security labels have been removed or damaged.

10.5 If the Buyer returns any Goods purchased in error or incompatible for the intended use, the Seller reserves the right to refuse the returns or charge a 15% re-stocking fee.

10.6 Any Goods returned to the Seller without a valid RMA number will not be accepted by the Seller and will be returned to the Buyer freight collect. The Seller shall not accept the Goods unless it includes the original packaging.

10.7 Subject to condition 11 of these conditions the liability of the Seller is strictly limited to the replacement, repair or credit to the invoiced value of the defective Goods at the discretion of the Seller.

10.8 Failure to accord with any of the conditions in this conditon 10 will render the warranty void.
 

11. LIMITATION OF LIABILITY – THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CLAUSE

11.1 Subject to condition 6, condition 7 and condition 9, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

11.2 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.

11.3 Nothing in these conditions excludes or limits the liability of the Seller:
(a) for death or personal injury caused by the Seller's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.

11.4 Subject to condition 11.2 and condition 11.3:
(a) the Seller'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 price of the Goods; and
(b) the Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
 

12. GUARANTEE

12.1 Unless otherwise stated all Goods carry a 12 month return to base guarantee from invoice date. If any Goods are or become faulty or defective by reason only of the use of defective materials or workmanship within a period of twelve months from the date of invoice, the Seller will at the Seller’s option either replace or repair such Goods provided that the Buyer shall have notified the Seller in writing of the fault or defect in the Goods, and shall have returned the faulty or defective Goods to the Seller for inspection in accordance with condition 10 of these conditions.

12.2 The Seller reserves the right to terminate the guarantee if the Goods became defective due to wilful damage, negligence, abnormal working conditions, failure to follow the Sellers instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Seller written approval.

12.3 The Seller shall be under no liability to honour the guarantee of any Goods (or any other warranty condition or guarantee) if any monies for Goods remains outstanding as of the date this condition is relied upon by the Buyer.

12.4 For parts, materials or equipment not manufactured by the Seller, the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller
 

13. DATA PROTECTION

The Buyer acknowledges and agrees that details of the Buyer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services

14. ASSIGNMENT

14.1 The Seller may assign the Contract or any part of it to any person firm or Seller.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

15. FORCE MAJEUR

The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 14 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.

16. SEVERANCE

If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

17. COMMUNICATIONS

17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or by email:
(a) (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
(b) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a Seller) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.

17.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
(d) if sent by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

17.3 Communications addressed to the Seller shall be marked for the attention of Customer Services.

17.4 The Buyer agrees that email can be used as a means of communication.

18. RIGHTS OF THIRD PARTIES

This agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

19. GOVERNING LAW AND JURISDICTION

19.1 Every purchase of Goods made shall be deemed performed in England and the law of England and Wales shall govern every aspect of contractual agreement concerning purchases made with the Seller.
19.2 This agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.