" + body + "
01562 745 858Nationwide - 24/7
Buy with confidence. All devices tested and inspected before resale.
Choose from a wide range of shipping options.
Sell Your Equipment
Industry leading returns on your unwanted devices
1.1 Definitions. In these Conditions, the following definitions apply:
Affiliate: in relation to the supplier, a person who is, from time to time, a subsidiary or holding company of the supplier, or is a subsidiary of the supplier’s holding company.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.3.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.7.
Contract: the contract between the supplier and the customer for the supply of goods and/or services in accordance with these conditions.
Customer: the person or firm who purchases the Goods and/or Services from the Supplier.
Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
Delivery Point: has the meaning set out in clause 4.8
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 14.1.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: the manufacturer’s specification for the goods. holding company and subsidiary: a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world
Order: The customer's order for the supply of goods and/or services, as set out in the customer's written acceptance of the supplier's quotation.
Services: the services, supplied by the supplier to the customer as set out in the service specification below to include, inter alia, (where contained in the service specification) technical support, maintenance and training services.
Service Specification: the description or specification for the services provided in writing by the supplier to the customer.
Supplier: Avensys UK Limited registered in England and Wales with company number 05320267 or any Affiliate who supplies goods and services to the customer pursuant to the order.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
1.1 Construction. In these Conditions, the following rules apply:
2.1 The order constitutes an offer by the customer to purchase goods and/or services in accordance with these conditions.
2.2 The customer warrants that it enters into this contract as a business or organisation and not as a consumer.
2.3 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).
2.4 The contract constitutes the entire agreement between the parties. the customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the supplier which is not set out in the contract.
2.5 Any samples, drawings, descriptive matter or advertising issued by the supplier and any descriptions of the goods or illustrations or descriptions of the services contained in the supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services and/or goods described in them. They shall not form part of the contract or have any contractual force.
2.6 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.
2.7 Any quotation given by the supplier shall not constitute an offer, and is only valid for a period of thirty days from its date of issue.
2.8 All of these conditions shall apply to the supply of both goods and services except where application to one or the other is specified.
3.1 The goods are described in the supplier's catalogue on the supplier’s website or within the supplier’s other promotional material (whether in a written or data format) as modified by any applicable goods specification.
3.2 As the purpose for which the goods are required is known to and given to the supplier without the supplier having any actual or implied knowledge of the purposes for which the goods shall be used, the customer shall indemnify the supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the supplier in connection with any claim made against the supplier arising out of or in connection with the customer’s use of the goods. this clause 3.2 shall survive termination of the contract.
3.3 The supplier reserves the right to amend the goods specification if required by the manufacturer of the goods and any applicable statutory or regulatory requirements.
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) (provided this is also in the UK) 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 goods arrival 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 If the supplier fails to deliver the goods, its liability shall be limited to the costs and expenses incurred by the customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the goods. The supplier shall have no liability for any failure to deliver the goods to the extent that such failure is caused by a Force Majeure Event the customer's failure to provide the supplier with adequate delivery instructions for the goods or any relevant instruction related to the supply of the goods.
4.5 If the customer fails to accept or take delivery of the goods within 3 business days of the supplier notifying the customer that the goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the supplier's failure to comply with its obligations under the contract in respect of the goods:
4.6 If five business days after the supplier notified the customer that the goods were ready for delivery the customer has not taken or accepted delivery of them, the supplier may resell or otherwise dispose of part or all of the goods.
4.7 The supplier may deliver the goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the customer to cancel any other instalment.
4.7 Delivery of the goods shall take place at the delivery point. Acceptance of any change to the delivery point requested by the customer shall be at the supplier's sole discretion and the customer shall be liable for any additional expenses incurred by the supplier as a result of such change. The supplier shall arrange for suitable transport to the delivery point. on delivery, the supplier (or its appointed carrier) shall provide the Customer with such export documents as are necessary together with a delivery note.
4.8 Delivery of the goods shall be completed on the goods arrival at the delivery point.
4.9 Delivery or performance dates in relation to the supply by the supplier of the goods are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery of the goods.
4.10 The supplier may affect delivery in one or more instalments.
4.11 Save where the supplier has agreed to provide them, the customer is responsible for obtaining, at its own cost, such import licenses and other consents in relation to the goods as are required from time to time and, if required by the supplier, the customer shall make those licenses and consents available to the supplier prior to the relevant shipment.
5.1 The supplier warrants that on delivery, and for a period of three months from the date of delivery (warranty period), the goods shall:
5.2 Subject to clause 5.4, if:
5.3 Save where the clauses 5.1 or 5.2 applies, the customer shall not be permitted to return any of the goods to the supplier and the supplier shall be under no obligation to accept the return of any of the goods.
5.4 The supplier shall not be liable for the goods' failure to comply with the warranty in clause 5.1 if:
5.5 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.
6.1 The risk in the goods shall pass to the customer on completion of delivery.
6.2 Title to the goods shall not pass to the customer until the supplier receives payment in full (in cash or cleared funds) for the goods and any other goods that the supplier has supplied to the customer in respect of which payment has become due in which case title to the goods shall pass at the time of payment of all such sums.
6.3 Until title to the goods has passed to the customer, and where the customer has taken delivery of the goods, the customer shall:
7.1 The supplier shall provide the services to the customer in accordance with the service specification in all material respects.
7.2 The supplier shall use all reasonable endeavours to meet any performance dates and times for the services as agreed or as otherwise specified in the service specification but any such dates and times shall be estimates only and time shall not be of the essence for the performance of the services.
7.3 The supplier shall have the right to make any changes to the services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the services, and the supplier shall notify the customer in any such event.
7.4 The supplier warrants to the customer that the services will be provided using reasonable care and skill.
8.1 The customer shall:
8.2 If the supplier's performance of any of its obligations in respect of the services is prevented or delayed by any act or omission by the customer or failure by the customer to perform any relevant obligation (customer default):
9. CHARGES AND PAYMENT
9.1 The price for goods shall be the price set out in the order or, if no price is quoted, the price set out in the supplier's published price list as at the date of delivery. The price of the goods is exclusive of all costs and charges of packaging, insurance, transport of the goods, which shall be paid by the customer when it pays for the goods.
9.2 The charges for services shall be set out in the services specification.
9.3 The supplier reserves the right to increase the price of the goods, by giving notice to the customer at any time before delivery, to reflect any increase in the cost of the goods to the supplier that is due to:
9.4 In respect of goods, and save where the supplier gives the customer terms of credit in the order, the supplier shall invoice the customer immediately upon receipt of the order and payment shall be made prior to completion of delivery. The supplier will be under no obligation to effect delivery or obtain any licenses, consents or permissions necessary to effect delivery until such time as all monies due and payable to it have been paid by the customer.
9.5 Where the supplier has agreed to give the customer credit terms, the customer shall pay each invoice submitted by the supplier:
9.6 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 services or goods at the same time as payment is due for the supply of the services or goods.
9.7 If the customer fails to make any payment due to the supplier under the contract by the due date for payment, then the customer shall pay interest on the overdue amount at the rate of 5% per annum above the bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The customer shall pay the interest together with the overdue amount. the supplier also reserves the right to charge interest and claim compensation against the customer where applicable pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
9.8 The customer shall pay all amounts due under the contract in full without any set- off, counterclaim, deduction or withholding except as required by law. The supplier may, without limiting its other rights or remedies, set off any amount owing to it by the customer against any amount payable by the supplier to the customer.
10.1 All Intellectual Property Rights in or arising out of or in connection with the services shall be owned by the supplier.
10.2 The customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer's use of any such Intellectual Property Rights is conditional on the supplier obtaining a written license from the relevant licensor on such terms as will entitle the supplier to license such rights to the customer.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the contract.
12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause 12, 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.
12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the customer is the data controller and the supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
12.3 Without prejudice to the generality of clause12.1, the customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the supplier for the duration and purposes of the contract.
12.4 Without prejudice to the generality of clause 12.1, the supplier shall, in relation to any personal data processed in connection with the performance by the supplier of its obligations under the contract:
12.5 The customer consents to the supplier appointing a third-party processor of Personal Data under the Contract. The supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 12.
13.1 Nothing in these conditions shall limit or exclude the supplier's liability for:
13.2 Subject to clause 13.1:
13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.
13.4 This clause 13 shall survive termination of the Contract.
14.1 Without limiting its other rights or remedies either party may terminate the contract by giving the other party not less than thirty days written notice.
14.2 Without limiting its other rights or remedies, each party may terminate the contract with immediate effect by giving written notice to the other party if:
b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
14.4 Without limiting its other rights or remedies, the supplier may suspend the supply of services or all further deliveries of goods under the contract or any other contract between the customer and the supplier if the customer fails to pay any amount due under this contract on the due date for payment, the customer becomes subject to any of the events listed in clause 14.2(b) to clause 14.2(k), or the supplier reasonably believes that the customer is about to become subject to any of them.
14.5 On termination of the contract for any reason:
15.1 For the purposes of this contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.2 The supplier shall not be liable to the customer as a result of any delay or failure to perform its obligations under this contract as a result of a Force Majeure Event.
15.3 If the Force Majeure Event prevents the supplier from providing any of the services and/or goods for more than six weeks, the supplier shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the customer.
16.1 Assignment and other dealings.
16.4 Waiver. A waiver of any right under the contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. no failure or delay by a party in exercising any right or remedy under the contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency. Nothing in the contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties. A person who is not a party to the contract shall not have any rights to enforce its terms.
16.7 Variation. Except as set out in these conditions, no variation of the contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the supplier.
16.8 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non- contractual disputes or claims).
Call us on 01562 745 858 or email us to see how we can help
2017 Avensys UK Ltd.