Terms and Conditions for Trade supply
2. TRADE TERMS AND CONDITIONS OF BUSINESS
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.
1. INFORMATION ABOUT US
Time2technology.com is a site operated by eBusiness UK Limited (we). We are registered in England and Wales under company number 3624171 and with our registered office at Capricorn House, Capricorn Park, Blakewater Road, Blackburn, Lancashire, BB1 5QR. Our VAT number is GB 725 7529 15.
2. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
2.1 After placing an order with us, you will receive an initial e-mail from us acknowledging that we have received your order. All orders are subject to acceptance by us and product availability. The contract between us (the ‘Contract’) will be formed once we have received confirmation from yourself of the order by way of full payment.
2.2 Subject to any variation under condition 2.4, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).
2.3 No terms or conditions endorsed on, delivered with or contained in any purchase 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.
2.4 These conditions apply to all the sales of time2 technology products and any variation to these conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed on behalf of time2 technology. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in the Contract. Nothing in this condition shall exclude or limit our liability for fraudulent misrepresentation.
2.5 The Contract will relate only to those Products whose payment we have confirmed in the payment 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. We will not dispatch incomplete systems unless you ask us to do so.
2.6 When placing an order, you warrant that any and all information and/or specifications given are complete and accurate.
2.7 We shall not be liable for any variations in any specification, description or colour of the Product which do not materially affect the performance, use and operation of the Product.
2.8 We reserve the right to refuse your order for any reason.
2.9 Any quotation is valid for a period of 30 days only from its date, provided that we have not previously withdrawn it. Any quotation is given on the basis that no Contract shall come into existence until we send you a dispatch confirmation in accordance with condition 2.1.
2.10 We are unable to cancel any order once payment has been received.
2.11 If we accept cancellation of any order we are entitled to charge a cancellation charge to cover any losses as a direct result of your cancellation (e.g. costs already incurred or loss of profit).
3. AVAILABILITY AND DELIVERY
3.1 Any dates specified by us for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.
3.2 If you order more than one Product, the Products may be delivered to you in separate instalments. Each instalment is a separate Contract and no cancellation of one Contract relating to an instalment entitles you to cancel any other Contract or instalment.
We strongly recommend that you do not arrange the installation of your order until all Products have been delivered and checked.
3.3 All deliveries require a signature. Deliveries will be made to the ‘kerb-side’, ground floor of a delivery address only. You agree to provide (at your expense) adequate and appropriate manual labour for unloading the Product(s). If the delivery address is not accessible by lorry you must inform us [by telephone] at the time of order.
3.4 You must inspect all Products thoroughly before signing for delivery. If items are damaged or defective on delivery, you must inform us in accordance with Condition 6.4.
3.5 If you fail to take delivery of the Product(s) or we are unable to deliver the Product(s) on time because you have not provided adequate delivery instructions:
a) risk in the Products shall pass to you (including for loss or damage caused by our negligence);
b) the Products shall be deemed to have been delivered;
c) we may store the Products until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, delivery, storage and insurance).
3.6 Subject to the other provisions of these conditions, we 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 Products (even if caused by our negligence), nor shall any delay entitle you to terminate or rescind the Contract unless such delay exceeds 180 days.
3.7 The quantity of any consignment of Products as recorded on despatch shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
3.8 We shall not be liable for any non-delivery of Products (even if caused by our negligence) unless you give written notice to us of the non-delivery within 3 days of the date when the Product(s) would in the ordinary course of events have been received.
4. RISK AND TITLE
4.1 The Products will be at your risk from the time of delivery.
4.2 Ownership of the Product(s) will only pass to you when we receive full payment (in cash or cleared funds) of all sums due in respect:
a) the Product(s) (including delivery charges); and
b) all other sums which are or which become due to us from you on any account.
4.3 Until ownership of the Products has passed to you, you shall:
a) hold the Products on a fiduciary basis as our bailee;
b) store the Products (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property;
c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d) maintain the Products in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce to us the policy of insurance.
4.4 You may resell the Products before ownership has passed to you solely on the following conditions:
a) any sale shall be effected in the ordinary course of your business at full market value; and
b) any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
c) the full proceeds of sale (or such monies as you shall receive) are the property of and held on trust for us and if we require in writing, shall be kept separate from your own monies and from all other accounts. At such time as we may require, you shall account to us for the full proceeds of sale (or such monies as you shall have received) as our bailee and shall keep a separate account of all such proceeds or monies for such purposes.
4.5 Your right to possession of the Products shall terminate immediately if:
a) you have a bankruptcy order made against you or you make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of the undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency; or
b) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under the Contract or any other contract between us and you, or are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
c) you encumber or in any way charge any of the Products.
4.6 Where we are unable to determine whether any Products are the products in respect of which your right to possession has terminated, you shall be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.
4.7 On termination of the Contract, howsoever caused, our (but not your) rights contained in this condition 4 shall remain in effect.
5. PRICE AND PAYMENT
5.1 The price of any Products will be as quoted on our site from time to time, except in cases of obvious error. Discounts for bulk purchases may be available on request.
5.2 The prices quoted on our site are shown as both exclusive and inclusive of VAT but exclude delivery costs, which will be added to the total amount due. If such a delivery charge applies, we will notify you at the time of order.
5.3 Prices 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.
5.4 We accept payment for Products by bank transfer, cheque, and most major credit and debit cards using Sage Pay Checkout. Where payment for Products is made by credit or debit cards issued outside the United Kingdom, such payment may be subject to a limit. At our discretion, some orders may not be dispatched until full payment has been received in respect of those orders.
5.5 Time for payment shall be of the essence.
5.6 Invoices may be issued on or at any time after the delivery of Products and must be paid within 14 days of the date of the relevant invoice.
5.7 No payment shall be deemed to have been received until we have received cleared funds.
5.8 We may refuse to accept cash settlement of amounts due under the Contract.
5.9 All payments payable to us under the Contract shall become due immediately on its termination despite any other provision.
5.10 You 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 you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
5.11 If you fail to pay to us any sum due pursuant to the Contract, we may suspend any further deliveries to you and you shall be liable to pay interest to us on such sum from the due date for payment at the annual rate of 2 % 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 judgment.
5.12 We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
6.1 We warrant to you that on delivery any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied.
6.2 We warrant that the product meets the functional specification described.
6.3 We offer a 12 month warranty from the date of receiving the goods against defects in manufacturing and our liability is limited to repair or replacement of those goods at our discretion once those goods have been returned to us by prepaid courier. Good will be returned or replaced free of charge within the United Kingdom if a warranty claim is accepted.
6.4 If you receive a Product that is damaged or defective (including a defect as a result of damage in transit) we shall, at our option, repair or replace such Product (or the defective part), or refund to you the amount you paid for such Product provided that you notify us of such damage or defect by email or in writing within 7 days of delivery of the Product. We may require you to return such Product(s) to the supplier or manufacturer at our cost for an examination to take place.
6.5 Where a Product has been damaged whilst in your possession, or where we deem the complaint for the damaged or defective Product to be unjustified, we shall not be obliged to accept the return of such Product. In such circumstances, we will notify you that the Product is available for re-delivery and you shall be liable for any reasonable delivery charges incurred.
6.6 We shall not be liable for a breach of any of the warranties in conditions 6.1, 6.2 or 6.3 if:
(a) You make any further use of the Product(s) after giving such notice pursuant to 6.4; or
(b) You (or a third party engaged by you) failed to follow the supplied instructions in any way, including but not limited to the instructions regarding installation, commissioning, use or maintenance of the Product(s) and good trade practice,
(c) You alter or repair such Product(s).
6.7 We cannot supply or provide compensation towards the re-fitting of an item in the event that said item either needs to be returned or for which a replacement has already been issued.
6.8 We cannot supply or provide compensation towards the hiring or supplying of a tradesperson to re-fit an item in the event that said item either needs to be returned or for which a replacement has already been issued.
6.9 If we comply with condition 6.4, we shall have no further liability for a breach of any of the warranties in condition 6.1 in respect of the Product(s).
7. OUR LIABILITY
7.1 Subject to conditions 3 and 6, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) any breach of these conditions;
(b) any use made or resale by you of any of the Products, or of any product incorporating any of the Products; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statue 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.
7.3 Nothing in these conditions excludes or limits our liability:
(a) for death or personal injury caused by our negligence; or
(b) under section 2(3) of the Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for us to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
7.4 Subject to conditions 7.1, 7.2 and 7.3, we shall not under any circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of business opportunity or any indirect or consequential loss arising under or in connection with the Contract.
7.5 Subject to conditions 7.1, 7.2 and 7.3,
our total liability to you, whether in contract, tort (including negligence), breach of statutory duty , or otherwise, arising under or in connection with the performance or contemplated performance of the Contract shall be limited to £1,000,000;
7.6 Subject to conditions 7.1, 7.2 and 7.3, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this agreement, for damage to property caused by our negligence shall be limited to £1,000,000 ; and
8. IMPORT DUTY
8.1 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.
8.2 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.
9. 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.
All notices given by you to us must be given to eBusiness UK Limited at Unit 1E, Capricorn House, Capricorn Park, Blackburn, BB1 5QR. 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 11 above. Notice will be deemed received and properly served immediately when posted on our website, 24hours 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.
11. TRANSFER OF RIGHTS AND OBLIGATIONS
11.1 The contract between you and us is binding on you and us and on our respective successors and assigns.
11.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
11.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
12. EVENTS OUTSIDE OUR CONTROL
12.1 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 (a ‘Force Majeure Event’).
12.2 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.
(f) The acts, decrees, legislation, regulations or restrictions of any government.
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 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.
13. DATA PROTECTION
14.1 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 shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
14.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
14.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 12.
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.
16. ENTIRE AGREEMENT
16.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
16.2 We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
16.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
17. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
17.1 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].
17.2 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 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).
18. LAW AND JURISDICTION
Contracts for the purchase of Products through our site will be governed by English law. Any dispute arising from, or related to, such Contracts shall be subject to the exclusive jurisdiction of the courts of England and Wales.