| 1. |
Interpretation |
| 1.1. |
In these Conditions the following words shall have
the meanings set opposite them:
"Carrier" means and (unless the context requires otherwise)
includes the carriers servants agents and any person or persons
carrying Goods on our behalf under any contract of carriage.
"Charges" means our charges for supplying and, where appropriate
installing and/or maintaining the Goods.
"Confirmation of Order" means when we confirm our acceptance
of your Order orally or in writing (whether electronically or otherwise)
or when we effect Delivery, whichever occurs first.
"Contract" the contract made between you and us for the
purchase of Goods incorporating these Conditions.
"Delivery" means our delivery of the Goods to the address
you have stipulated in the Order or our notifying you that the Goods
are available for collection.
"Goods" means the article(s) that we agree to supply to
you pursuant to an Order.
"Order" means your request for us to supply you with Goods
in consideration of the Charges, which you make by either completing
an online order or otherwise requesting the Goods that you require.
"We", "us" "our" means Channel Edge Limited.
"You", "your" means the person firm or corporation
that places an Order with us. |
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| 2. |
Orders |
| 2.1. |
Any Order you place will constitute an offer capable
of acceptance by us. We will not be obliged to accept an Order and
we reserve the right to refuse an Order without giving any reason.
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| 2.2. |
You may cancel an Order at any time until Confirmation
of Order except that you may not at any time cancel any Order for
Goods that are customised to meet your particular requirements. |
| 2.3. |
Each Order if accepted by us shall constitute a separate
severable contract. |
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| 3. |
Charges |
| 3.1. |
Unless expressed otherwise, our Charges shall exclude
delivery charges and VAT at the prevailing rate. |
| 3.2. |
You agree to pay our Charges within 30 days of the
date of our invoice without deduction or set off. If you fail do
so we may, without prejudice to any other right or remedy available
to us, charge interest both before as well as after any Judgment
on any outstanding balance at the rate of 4% above the Lloyds TSB
Bank Base Rate until we receive payment in full. |
| 3.3. |
If you fail to pay us the Charges in accordance with
this clause 3, we may, without prejudice to any other right or remedy
available to us, either suspend any Delivery or cancel any other
Contract between us. We can sue for the Charges due for any Goods
that we have agreed to sell to you pursuant to a Confirmation of
Order. |
| 3.4. |
We reserve the right to increase the Charges at any
time on notice to you if for any reason the price of the Goods increases
between the Confirmation of Order and Delivery. |
| 3.5. |
We reserve the right to ask you to pay the Charges
in advance of Delivery in any event. |
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| 4. |
Goods |
| 4.1. |
All Goods will be subject to availability and we reserve
the right to modify the Goods at any time or substitute them with
goods of equivalent functionality without notice. |
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| 5. |
Delivery |
| 5.1. |
Any indication we may give as to the time of Delivery
will be a good faith estimate only. Whilst we will use all reasonable
endeavours to effect Delivery at the time we have estimated, time
of Delivery is not of the essence. |
| 5.2. |
If it is not possible for us to effect Delivery for
whatever reason including but not limited to your being away or
your premises being inaccessible, you will be liable to pay us an
additional sum to cover our storage and administration charges. |
| 5.3. |
We reserve the right to effect Delivery by instalment
in which case each instalment will be a separate Contract. |
| 5.4. |
Subject to clause 2.2 above, should you wish to cancel
or reschedule any Order, you agree to give us as much notice (in
writing) as is reasonably practicable and agree to pay our storage
and administration charges in addition to the Charges. |
| 5.5. |
Subject to the other provisions in these Conditions,
we will not be liable to you for any loss (including but not limited
to loss of profit) costs, damages, and charges, expenses caused
directly or indirectly by a delay in Delivery (even if caused by
our negligence). |
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| 6. |
Title and Risk |
| 6.1. |
Risk of damage to or loss of Goods shall pass to
you on Delivery. |
| 6.2. |
Title in the Goods shall not pass to you until we
have received
in full (in cash or cleared funds) all the Charges and all other
sums
which are or which become due to us from you on any account. |
| 6.3. |
Until ownership of the Goods has passed to you,
you must:
 |
| 6.3.1 |
hold the Goods on a fiduciary basis as our bailee; |
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| 6.3.2 |
store the Goods (at no cost to us) separately from all
other
goods in such a way that they remain readily identifiable
as our
property; |
| 6.3.3 |
not destroy, deface or obscure any identifying mark or
packaging
on or relating to the Goods; |
| 6.3.4 |
maintain the Goods 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 the
policy of
insurance to us; and
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| 6.3.5 |
hold the proceeds of the insurance referred to in condition |
| 6.3.6 |
on trust for us and not mix them with any other
money, nor pay the
proceeds into an overdrawn bank account. |
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| 6.4. |
You may resell the Goods before ownership has passed
to you solely on the following conditions:
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| 6.4.1 |
any sale shall be effected in the ordinary
court of your
business at full market value and you shall hold such part
of the
proceeds of sale as represent the amount owed by you to us
on behalf of
us and you shall account to us accordingly; and |
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| 6.4.2 |
any such sale shall be a sale of our property and you shall
deal
as our agent when making such a sale. |
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| 6.5. |
Your right to possession of the Goods shall terminate
immediately if:
|
| 6.5.1 |
you make a voluntary arrangement under Part
I of the Insolvency
Act 1986, or make or propose any other composition, scheme
or
arrangement with (or assignment for the benefit of) its
creditors; or |
|
| 6.5.2 |
you are the subject of an administration order under
the
Insolvency Act 1986; or |
| 6.5.3 |
you shall enter into administrative receivership; or |
| 6.5.4 |
you are the subject of a resolution for voluntary winding
up
otherwise than for the purpose of amalgamation or reconstruction
when
solvent; or |
| 6.5.5 |
you have a winding up order made against you; or |
| 6.5.6 |
you are unable to pay your debts within the meaning of
Section
123 of the Insolvency Act 1986; |
| 6.5.7 |
you have an encumbrancer taking possession of any of
your
assets; |
| 6.5.8 |
you cease or threaten to cease to exist; |
| 6.5.9 |
in relation to you there occurs in any jurisdiction any
event or
process (by whatever name called) equivalent or similar
to any event or
process mentioned in this clause 6.5. |
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| 6.6. |
You grant us, our 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 your right to possession have
terminated, to recover them. |
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| 7. |
Quality |
| 7.1. |
We warrant that (subject to the other provisions
in these Conditions) the Goods will be of satisfactory quality.
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| 7.2. |
As we are not the manufacturer of the Goods, all
warranties, conditions and other terms implied by statute or common
law (except as to title) are, subject to 7.1 above, expressly excluded.
However, we will endeavour to pass on to you the benefit of any
warranty or guarantee given by the Manufacturer in respect of the
Goods. |
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| 8. |
Rejection |
| 8.1. |
If on Delivery the Goods appear to be visibly
damaged you must notify the Carrier immediately that you will not
accept Delivery otherwise you will forfeit your right to reject
the Goods for visible damage. |
| 8.2. |
If the Goods are not visibly damaged on Delivery,
but you wish to reject the Goods for any other non conformance or
unapparent damage, you may reject the Goods provided that:
|
| 8.2.1. |
you obtain an RMA number from us within 24 hours
of Delivery, submit a completed RMA form to us as soon as
possible thereafter and allow us facilities to inspect the
Goods within 7 days of the date of Delivery; and |
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| 8.2.2. |
the Goods are undamaged, unused, in their original
packaging and you have not marked either the Goods or their
packaging. |
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| 8.3. |
Subject to clause 8.4 below, we will bear the costs
of collecting any Goods you reject provided that you have complied
with the requirements of 8.2.
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| 8.4. |
Should you reject and return the Goods in accordance
with 8.2, we reserve the right to charge a "restocking fee"
which will be an amount equivalent to 25% of the price payable by
you in respect of the returned Goods.
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| 8.5. |
If you fail to comply with either 8.1 or 8.2, you
will be deemed to have accepted the Goods.
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| 9. |
Software |
| 9.1. |
Where the Goods incorporate software, title in the
software will not pass to you even when you have paid the Charges
in respect of such Goods in full. |
| 9.2. |
You agree to comply fully with the terms of any software
licence that is supplied with the Goods. Failure to do so may lead
to such software licence being revoked by the owner of the software. |
| 9.3. |
Where the Goods incorporate software belonging to
a third party, and such software fails to conform to its specification
or is otherwise defective, our sole liability will be to obtain
a corrected version of such software from that third party for your
use. |
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| 10. |
Force Majeure |
| 10.1. |
We will not be liable for any failure to effect Delivery
of the whole or part of any Order due to an event beyond our reasonable
control. If Delivery is delayed due to an event beyond our reasonable
control, we will notify you promptly of the reason for such a delay
and you agree to give us such an extension to effect Delivery as
is reasonable in the circumstances. |
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| 11. |
Assignment |
| 11.1. |
You may not assign, charge or transfer any of your
rights or obligations under any Contract without our prior written
consent. |
| 11.2. |
We may assign and/or sub-contract any Contract at
any time on notice to you. |
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| 12. |
Suspension and Termination |
| 12.1. |
We may, in our absolute discretion, suspend any Delivery
and / or terminate any Contract immediately on notice to you if:12.1.1.
You pass a resolution for winding up (except for amalgamation or
reconstruction of a solvent company) or if a court makes an order
to that effect or if you have a receiver or administrator appointed
over all or any of your assets or business, or if you cease or threaten
to cease to carry on business.
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| 12.1.2. |
You are in material breach of any of these Conditions. |
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| 12.1.3. |
We are unable to effect Delivery due to an event
beyond our reasonable control. |
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| 12.2. |
Termination of any Contract between us shall not
affect your liability to pay us (without deduction or set off) such
Charges as are due for Goods for which we have effected Delivery.
If on termination of any Contract, we owe you any sums, we reserve
the right to set off against such sums any outstanding Charges as
you owe us. |
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| 13. |
Limitation of Liability |
| 13.1. |
Our liability for death or personal injury as a result
of our negligence or the negligence of our employees shall not be
limited. |
| 13.2 |
Our total liability to you for a breach of the Conditions
or for negligence in the course of supplying Goods to you shall
be limited to the repair or replacement of any Goods giving rise
to your claim or at our option an amount equivalent to the Charges
(or proportion of the Charges) that you have paid us for Goods giving
rise to your claim. |
| 13.3 |
Except as set out in clause 13.1 and 13.2 above, we
will not be liable for the following loss or damage howsoever caused
even if it foreseeable by us: loss of profits, business, revenue,
goodwill, anticipated savings, data, corruption of data, whether
sustained by you or third party and/or special, indirect or consequential
loss (other than direct physical damage to your tangible property)
whether suffered by you or another third party. |
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| 14. |
General |
| 14.1. |
These Conditions constitute the entire agreement between
you and us in respect of the Goods and supersede any earlier arrangements,
understandings, promises or agreements made between the parties
in respect of the Goods. |
| 14.2. |
You acknowledge that in instructing us to supply
the Goods, you do not do so on the basis of any representation,
warranty or any provision not expressly contained within these Conditions. |
| 14.3. |
Any failure by us to enforce a breach of the Conditions
by you shall not be deemed to be a waiver of any subsequent breach
of these Conditions that you may make. |
| 14.4. |
If at any time any one or more of these Conditions
are held to be unenforceable, illegal or otherwise invalid in any
respect, such enforceability, illegality or invalidity shall not
affect the remaining Conditions, which shall continue in full force
and effect. |
| 14.5. |
Nothing in this Agreement shall create or be deemed
to create a partnership or joint venture between us and you or the
relationship of principal and agent or employer and employee. |
| 14.6. |
These Conditions shall be governed exclusively by
English law and you and we agree to submit exclusively to the jurisdiction
of the English courts. |
| 14.7. |
You and we agree that no third party shall be afforded
any rights under these Conditions. |
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