ContactTerms and Conditions
for supply to business customers from this website
1. Introduction
1.1. These conditions only apply to business customers. If
you are not a business customer you should refer to our terms and conditions
for supply to consumers before making an order.
1.2 These conditions set out the entire basis upon which
we provide Goods to you. In entering into a contract with us you acknowledge
that no representations have been made to you by us except as are stated
in these conditions.
1.3 This is an important document and affects your rights
and obligations. It also includes exclusions and limitations that apply
to you. Therefore, you should read these conditions before accepting them
and submitting an order to us.
1.4 These conditions may not be supplemented, altered or
modified unless agreed in writing with us.
2 Definitions
2.1 In these conditions unless the context otherwise requires
the following terms shall have the following meanings:
(a) "Business Day" means Monday to Friday inclusive but excluding
any public and bank holidays;
(b) "Elonex", "our", "we", "us" means LNX Distribution which
is a company incorporated in England under number 5044684
and whose registered office is at Elonex International,
Gorsey Lane, Coleshill, Birmingham, B46 1JU (or our successors
and assigns);
(c) "Goods" means the articles or things or any of them or any
part or parts of them to be provided by us in accordance with these conditions;
(d) "you", "your" means the company or other business
organisation on behalf of whom these conditions are accepted.
2.2 The headings in these conditions are for convenience
only and shall not affect their interpretation.
3. Quotations and Orders
3.1 Quotations given by Elonex shall remain valid:
3.1.1 in the case of verbal quotations until the end of the
next Business Day; and
3.1.2 in the case of written quotations for a period of 14
Business Days from the date of the quotation.
3.2 All orders are subject to availability.
3.3 In respect of any orders made by telephone, you will
send us a written order in confirmation of that telephoned order duly marked
with any confirmation reference given by us.
3.4 Any order submitted by you is not binding on us until
we have despatched acceptance of it in writing.
3.5 If you order any Goods that are not in accordance with
our standard specification you shall indemnify us against all claims made
against us by any third party that the manufacture, sale, use or possession
of the Goods infringes the intellectual property rights of any third party.
We may require a deposit for such Goods. You may not in any circumstances
cancel such an order or return such Goods.
4. Price
4.1 All our quoted prices are made on an ex works basis.
4.2 If we agree to deliver the Goods to your premises you
will be liable to pay our charges for transport, packaging and insurance.
4.3 Prices are exclusive of any value added tax or other
sales tax which shall be paid by you.
5. Payment
5.1 Unless otherwise agreed in writing by us, full payment
for the Goods must be received by us before delivery takes place.
5.2 If we do allow you credit, our terms are strictly payment
within thirty days from the date of our invoice.
5.3 The time of payment of the price shall be of the essence
of the contract. If you fail to make any payment on the due date then, without
prejudice to any other right or remedy available to us, we shall be entitled
to:
5.3.1 cancel this or any other contract with you or suspend
any further deliveries to you under such contract;
5.3.2 demand immediate payment of any other monies due from
you to us under this or any other contract; and
5.3.3 charge you interest on any amount owing to us at the
rate of 3% above HSBC Bank plc’s base rate from time
to time calculated on a daily basis as well after as before judgment.
6. Delivery
6.1 Delivery dates are estimates only although we will endeavour
to meet them.
6.2 If we fail to deliver on the estimated date you may write
to us specifying a new date for delivery which shall not be less than five
Business Days after the original estimated day of delivery.
6.3 If we fail to deliver by this new date for any reason
other than any cause beyond our reasonable control or your default, you
may terminate the contract. Termination under this condition will be your
sole remedy against us in respect of delay in delivery. However, we may
still charge you for work or materials expended in respect of Goods made
to your specification.
7. Risk and Property
7.1.1 If we deliver the Goods, risk shall pass on delivery
to your premises.
7.1.2 If you collect the Goods, risk shall pass on your receipt
of them at our premises.
7.2 Title in the Goods shall remain with us until all monies
owed by you to us are actually received by us.
7.3 If payment in full is not made, we may require you to
return the Goods immediately. If this requirement is not complied with we
shall, without prejudice to any other right or remedy that may be available
to us, be entitled at any time and without notice to retake possession of
the whole or any part of the Goods and for that purpose to enter your premises
and sever the Goods from anything they are attached to (without being responsible
for any damage thereby caused).
8. Software
8.1 All software, including related documentation, is supplied
under licence of the applicable proprietary owner. TITLE OR OWNERSHIP TO
SOFTWARE DOES NOT TRANSFER TO YOU UNDER ANY CIRCUMSTANCES.
8.2 It is solely your responsibility to comply with any terms
and conditions of any licence attaching to software supplied by us. You
should be aware that failure to comply with such terms and conditions could
result in you being refused a software licence or having it revoked by the
proprietary owner.
8.3 All software delivered hereunder is supplied "as is" and our
sole obligation in connection with the supply of software is to obtain and
supply a correct version from the manufacturer concerned in the event such
software fails to conform to its product description or proves in any other
way to be defective PROVIDED ALWAYS that you notify us of any defect or
non-conformance to product description within thirty days of the date of
delivery of the applicable software.
8.4 Unless expressly agreed in writing, Elonex shall retain
all intellectual property rights that it has in the Goods.
9. Acceptance
9.1 You are required to inspect and test the Goods and notify
us in writing of any defect found within 7 days of receiving the Goods.
9.2 If no such notice is received by us within 7 days of
your receipt of the Goods you shall be deemed to have accepted them. If
you reject the Goods because of a default in any third party products you
shall not be entitled to any compensation, credit or refund in excess of
that received by us under any guarantee or warranty given to us by the manufacturer
or supplier of such third party products.
10. Warranty
10.1 We warrant that the Goods we manufacture will be free
from defects caused by faulty materials or poor workmanship for a period
of one year from delivery.
10.2 Under this warranty we will, at our option, either repair
or give a replacement of equivalent quality or issue credit to you for any
Goods which are defective because of faulty materials or poor workmanship
provided that:
10.2.1 you notify us in writing within 7 days of you first
discovering any such defects;
10.2.2 the Goods have been used in an appropriate manner
and/or as prescribed in the operating instructions (if any);
10.2.3 the defective Goods are returned to us at your expense;
10.2.4 examination by us discloses to our satisfaction that
such defects exist and have not been caused by misuse, neglect, accident,
improper storage installation or handling or by repair or alteration not
effected by us;
10.2.5 the Goods have not been modified or repaired otherwise
than by us or otherwise interfered with; and
10.2.6 you shall pay us the cost (as certified by us) of
any examination of such Goods as a result of which we deny liability.
10.3 Maintenance services can be purchased directly from us.
10.4 We will not accept Goods for exchange, repair or return
unless each item making up the Goods is accompanied by an RMA number from
us.
10.5 In respect of third party products you shall only be
entitled to the benefit of any warranty or guarantee given by the third
party manufacturer.
10.6 In respect of all operating and applications software
your only remedy shall be that as set out in the licence (if any).
10.7 If we agree to repair any Goods after the expiry of
the one year period from delivery we may charge you for this. We warrant
that any Goods that we do repair after the expiry of that period shall be
free from defects caused by faulty materials or poor workmanship for a period
of three months following the date of their return to you.
10.8 Except as expressly provided in these conditions all
warranties, representations (unless fraudulent), conditions and other terms
implied by statute or common law are excluded to the fullest extent permitted
by law.
11. Liability
11.1 We do not exclude any liability for death or personal
injury caused by either our or our employees negligence.
11.2 We shall not be liable to you for any losses whether
indirect, special, consequential losses, loss of business, profit or goodwill
or loss of data.
11.3 We shall not be liable to you for the loss or damage
to software programs during repair or upgrade of any Goods whether the same
are under warranty or not.
11.4 We shall not be liable to you for any indirect, special
or consequential losses, loss of business, profit or goodwill caused by
ancillary products or services provided by us.
11.5 Subject to conditions 11.1, 11.2, 11.3 and 11.4, our
total liability arising under or in connection with a contract with you
shall be the greater of either the price of the Goods or £100,000.
12. Default, Cancellation And Re-Scheduling Of Deliveries
12.1 We may cancel or suspend any contract with you if we
have reason to believe your circumstances or status has changed for any
reason including, without limitation, bankruptcy or receivership, change
of name, litigation by us or other parties.
12.2 If we do exercise our right to cancel or suspend a contract
with you we shall be entitled to demand immediate settlement in full of
all outstanding sums (including work in progress).
12.3 You may not cancel or re-schedule any order that has
been accepted by us unless we have agreed to such a request in writing.
If you cancel or re-schedule an order you shall indemnify us in full against
all loss, costs, damages, charges and expenses incurred by us as a result
of such change.
13. Force Majeure
We shall not be liable for the cancellation of any order or any unfulfilled part
of it or for effecting partial delivery or performance if our performance is
prevented or delayed whether directly or indirectly by any cause whatsoever beyond
our reasonable control whether such cause existed or was foreseeable at the date
of acceptance of your order by us or not.
14. Severability
If any provision of these conditions is held by a competent authority to be invalid
or unenforceable in whole or in part, the validity of the other provisions of
these conditions and the remainder of the provision in question shall not be
affected.
15. Waiver
The waiver by us of any breach of any term shall not prevent the subsequent enforcement
of that term and shall not be deemed a waiver of any subsequent breach.
16. Assignment
We may freely assign an order or a contract entered into pursuant to an order.
You shall not assign or transfer your rights or obligations under such an order
17. Export
Our performance of a contract with you is subject to the export laws and regulations
of the United States of America and the European Union.
18. Notices
Any notice required or permitted to be given by either party to the other shall
be in writing addressed to the other party at its registered office or principal
place of business or such other address as may at the relevant time have been
notified pursuant to this provision to the party giving the notice.
19. Confidentiality
Each party undertakes to the other that it shall keep and procure that its employees
and agents shall keep secret and confidential and not disclose to any third party
any information or material of a confidential or business nature relating to
the other (including information of a commercial value) received or obtained
in connection with a contract between the parties unless such information or
material is required by law to be disclosed or is in the public domain otherwise
than by breach of this condition.
20. Jurisdiction
These conditions shall be governed by and construed in accordance with English
law and the parties irrevocably submit to the exclusive jurisdiction of the English
Courts provided that we shall be entitled to issue proceedings against you in
the courts of any jurisdiction in which you are incorporated or have established
a place of business.
21. Third Parties
The provision of the Contracts (Rights of Third Parties) Act 1999 shall not apply
to any contract between you and us.