The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).
The following definitions and rules of interpretation apply in these Conditions.
2.1. The Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions.
2.2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point, and on which date the Contract shall come into existence (Commencement Date).
2.3. Each party agrees to sign this Contract by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of our intention to be bound by this Contract as if signed by each party’s manuscript signature.
2.4. Any descriptive matter or advertising issued by the Supplier and any illustrations or descriptions of the Goods contained in the Supplier’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 or have any contractual force.
2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
2.7. All of these Conditions shall apply to the supply of Goods except where application to one or the other is specified.
2.8. All of these Conditions shall apply to any Leased equipment.
2.9. Where each party agrees to sign this contract by electronic signature (whatever form the electronic signature takes) then this method of signature is as conclusive of our intention to be bound by this contract as if signed by each party’s manuscript signature.
3.1. The Goods are described in the Goods Specification.
3.2. The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory and safety requirement, and the Supplier shall notify the Customer in any such event.
3.3. Where Leased equipment is supplied to the Customer, the terms and conditions of the Lessor shall also apply to the Customer in addition to these Conditions.
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 completion of unloading of the Goods at the Delivery Location.
4.3. Any dates quoted for delivery of the Goods 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. Subject to the specific terms of any special delivery service, delivery can take place at on any Business Day and must be accepted between the hours of 9.00 and 17.00.
5.1. The Supplier warrants that on delivery, and for a period of 12 months for Hardware and 90 days for Consumables from the date of delivery (warranty period), the Goods shall:
5.2. Subject to clause 5.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
5.3. The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
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. The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.1. The risk in the Goods shall pass to the Customer on completion of delivery or upon each delivery where a split delivery occurs.
6.2. Title to the Goods shall not pass to the Customer until the earlier of:
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.3(b) to clause 12.3(d), then, without limiting any other right or remedy the Supplier may have:
7.1. The Customer shall:
7.2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.1. The price for Goods:
8.2. The Supplier reserves the right to:
8.3. In respect of Goods, the Supplier shall invoice the Customer on or at any time after completion of delivery.
8.4. The Customer shall pay each invoice submitted by the Supplier:
time for payment shall be of the essence of the Contract.
8.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
8.6. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 12 (Default and termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.6 will accrue each day at 3% a year above the Bank of England’s base rate from time to time, but at 3% a year for any period when that base rate is below 0%.
8.7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 9, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
9.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and the Supplier is the processor.
9.3. Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.
9.4. Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under the Contract:
9.5. process that personal data only on the documented written instructions of the Customer unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on Applicable Laws as the basis for processing personal data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
9.6. ensure that it has in place appropriate technical and organizational measures, reviewed and approved by the Customer, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);
9.7. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
9.8. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
9.9. the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
9.10. the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
9.11. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
9.12. the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
9.13. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
9.14. notify the Customer without undue delay on becoming aware of a personal data breach;
9.15. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
9.16. maintain complete and accurate records and information to demonstrate its compliance with this clause 9 [and allow for audits by the Customer or the Customer’s designated auditor] and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
9.17. Where Goods are purchased via a lease, the Customer must also comply with the Lessor’s data protection terms and conditions with regards to data protection and data processing.
9.18. Either party may, at any time on not less than 30 days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
10.1. Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2.
10.2. Each party may disclose the other party’s confidential information:
10.3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.1. The restrictions on liability in this clause 11 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
11.3. Nothing in the Contract limits any liability which cannot legally be limited, including [but not limited to] liability for:
11.4. Subject to the remaining provisions of this Clause 11;
12.1. The Contract may not be terminated by the Customer
12.2. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:
12.3. This condition applies if:
12.4. If sub-Clause 12.3 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract 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 notwithstanding any previous agreement or arrangement to the contrary.
13.1. On default and cancellation of the Contract:
13.2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
13.3. Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event).
15.1. Assignment and other dealings
15.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause15.3 shall not affect the validity and enforceability of the rest of the Contract.
15.4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
15.5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorize either party to make or enter into any commitments for or on behalf of the other party.
15.6. Entire agreement.
15.7. Third party rights.
15.8. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorized representatives).
15.9. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
15.10. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.