Policies

Please read all these Terms and Conditions.

As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these Terms and Conditions to make sure that they contain all that you want and nothing that you are not happy with. If you are not sure about anything, just phone us on 01353 505 750

Application

1. These Terms and Conditions will apply to the purchase of the services and goods by you (the Customer or you).
2. We are Barbell Computing Ltd a company registered in England and Wales under number 15070698 whose registered office is at George Court, Bartholomew’s Walk, Ely, Cambridgeshire, United Kingdom, CB7 4JW  with email address scott.colling@barbellcomputing.co.uk; telephone number (01353 505 750) (the Supplier or us or we).
3. These are the terms on which we sell all Services to you. By ordering any of the Services, you agree to be bound by these Terms and Conditions.

Interpretation

4. Consumer means an individual acting for purposes which are wholly or mainly outside their trade, business, craft or profession;
5. Contract means the legally-binding agreement between you and us for the supply of the Services;
6. Delivery Location means the Supplier’s premises or other location where the Services are to be supplied, as set out in the Order;
7. Goods means any goods that we supply to you with the Services, of the number and description as set out in the Order;
8. Order means the Customer’s order for the Services from the Supplier as set out  in the Customer’s order or in the Customer’s written acceptance of the Supplier’s quotation; 
9. Services means the services, including any Goods, of the number and description set out in the Order.

Services

10. The description of the Services and any Goods is as set out in our website, catalogues, brochures or other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in size or colour of any Goods supplied.
11. In the case of Services and any Goods made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.
12. All Services are subject to availability.
13. We can make changes to the Services which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.

Customer Responsibilities

14. You must co-operate with us in all matters relating to the Services, provide us and our authorised employees and representatives with access to any premises under your control as required, provide us with all information required to perform the Services and obtain any necessary licences and consents (unless otherwise agreed).
15. Failure to comply with the above is a Customer default which entitles us to suspend performance of the Services until you remedy it or if you fail to remedy it following our request, we can terminate the Contract with immediate effect on written notice to you.

Basis of Sale

16. The description of the Services and any Goods in our website, catalogues, brochures or other form of advertisement does not constitute a contractual offer to sell the Services or Goods.
17. When an Order has been made, we can reject it for any reason, although we will try to tell you the reason without delay.
18. A Contract will be formed for the Services ordered, only upon the Supplier sending an email to the Customer saying that the Order has been accepted  or, if earlier, the Supplier’s delivery of the Services to the Customer.
19. Any quotation or estimate of Fees (as defined below) is valid for a maximum period of 30days from its date, unless we expressly withdraw it at an earlier time.
20. No variation of the Contract, whether about description of the Services, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier in writing.
21. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Consumer where we, the Supplier and you the Customer, enter the Contract at any of the Supplier’s business premises, and where the Contract is not a contract (i) for which an offer was made by the Customer in the Supplier’s and the Customer’s simultaneous physical presence away from those premises, or (ii) made immediately after the Customer was personally and individually addressed in the Supplier’s and the Customer’s simultaneous physical presence away from those premises. If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate to you and which might, in some way, be better for you, eg by giving cancellation rights pursuant to consumer protection law. Business premises means immovable retail premises where we carry on business on a permanent basis or, in the case of movable retail premises, on a usual basis.

Fees and Payment

22. The fees (Fees) for the Services, the price of any Goods (if not included in the Fees) and any additional delivery or other charges is that set out in our price list current at the date of the Order or such other price as we may agree in writing. Prices for Services may be calculated on a fixed fee or on a standard rate basis.
23. Fees and charges exclude VAT unless shown on the document, at the rate applicable at the time of the Order.
24. Payment for Services must be made in advance of delivery.You must pay in cash or by submitting your credit or debit card details with your Order and we can take payment immediately or otherwise before delivery of the Services.

Delivery

25. We will deliver the Services, including any Goods, to you by the time or within the agreed period or, failing any agreement:
    1. in the case of Services, within a reasonable time; and
    2. in the case of Goods, without undue delay and, in any event, not more than 30 calender days from the day on which the Contract is entered into, unless otherwise agreed.
26. In any case, regardless of events beyond our control, if we do not deliver the Services on time, you can require us to reduce the Fees or charges by an appropriate amount (including the right to receive a refund for anything already paid above the reduced amount). The amount of the reduction can, where appropriate, be up to the full amount of the Fees or charges.
27. In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you can (in addition to any other remedies) treat the Contract at an end if:
    1. we have refused to deliver the Goods, or if delivery on time is essential taking into account all the relevant circumstances at the time the Contract was made, or you said to us before the Contract was made that delivery on time was essential; or
    2. after we have failed to deliver on time, you have specified a later period which is appropriate to the circumstances and we have not delivered within that period.
28. If you treat the Contract at an end, we will (in addition to other remedies) promptly return all payments made under the Contract.
29. If you were entitled to treat the Contract at an end, but do not do so, you are not prevented from cancelling the Order for any Goods or rejecting Goods that have been delivered and, if you do this, we will (in addition to other remedies) without delay return all payments made under the Contract for any such cancelled or rejected Goods. If the Goods have been delivered, you must return them or allow us to collect them from you.
30. If any Goods form a commercial unit (a unit is a commercial unit if division of the unit would materially impair the value of the goods or the character of the unit) you cannot cancel or reject the Order for some of those Goods without also cancelling or rejecting the Order for the rest of them.
31. We do not generally deliver to addresses outside England. If, however, we accept an Order for delivery outside that area, you may need to pay import duties or other taxes, as we will not pay them.
32. You agree we may deliver the Goods in instalments if we suffer a shortage of stock or other genuine and fair reason, subject to the above provisions and provided you are not liable for extra charges.
33. If you or your nominee fail, through no fault of ours, to take delivery of the Services at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
34. The Goods will become your responsibility from the completion of delivery or Customer collection. You must, if reasonably practicable, examine the Goods before accepting them.

Risk and Title

35. Risk of damage to, or loss of, any Goods will pass to you when the Goods are delivered to you.
36. You do not own the Goods until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, by notice to cancel any delivery and end any right to use the Goods still owned by you, in which case you must return them or allow us to collect them.

Withdrawal

37. You can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.

Conformity and Guarantee 

38. We have a legal duty to supply the Goods in conformity with the Contract, and will not have conformed if it does not meet the following obligation.
39. Upon delivery, the Goods will:
    1. be of satisfactory quality;
    2. be reasonably fit for any particular purpose for which you buy the Goods which, before the Contract is made, you made known to us (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for any purpose held out by us or set out in the Contract; and
    3. conform to their description.
40. It is not a failure to conform if the failure has its origin in your materials.
41. We will supply the Services with reasonable skill and care.
42. We will immediately, or within a reasonable time, give you the benefit of the free guarantee given by the manufacturer of the Goods. Details of the guarantee, including the name and address of the manufacturer, the duration and territorial scope of the guarantee, are set out in the manufacturer’s guarantee provided with the Goods. This guarantee will take effect at the time the Goods are delivered, and will not reduce your legal rights.
43. In relation to the Services, anything we say or write to you, or anything someone else says or writes to you on our behalf, about us or about the Services, is a term of the Contract (which we must comply with) if you take it into account when deciding to enter this Contract, or when making any decision about the Services after entering into this Contract. Anything you take into account is subject to anything that qualified it and was said or written to you by us or on behalf of us on the same occasion, and any change to it that has been expressly agreed between us (before entering this Contract or later).

Duration, Termination and Suspension

44. The Contract continues as long as it takes us to perform the Services.
45. Either you or we may terminate the Contract or suspend the Services at any time by a written notice of termination or suspension to the other if that other:
    1. commits a serious breach, or series of breaches resulting in a serious breach, of the Contract and the breach either cannot be fixed or is not fixed within 30 days of the written notice; or
    2. is subject to any step towards its bankruptcy or liquidation.
46. On termination of the Contract for any reason, any of our respective remaining rights and liabilities will not be affected.

Privacy

47. Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
48. These Terms and Conditions should be read alongside, and are in addition to our policies, including our Privacy Policy which can be found on our website at https://barbellcomputing.co.uk/policies.
49. For the purposes of these Terms and Conditions:
    1. ‘Data Protection Laws’ means any applicable law relating to the processing of Personal Data, including, but not limited to the GDPR.
    2. ‘GDPR’ means the UK General Data Protection Regulation.
    3. ‘Data Controller’, ‘Personal Data’ and ‘Processing’ shall have the same meaning as in the GDPR.
50. We are a Data Controller of the Personal Data we Process in providing the Services and Goods to you.
51. Where you supply Personal Data to us so we can provide Services and Goods to you, and we Process that Personal Data in the course of providing the Services and Goods to you, we will comply with our obligations imposed by the Data Protection Laws:
    1. before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
    2. we will only Process Personal Data for the purposes identified;
    3. we will respect your rights in relation to your Personal Data; and
    4. we will implement technical and organisational measures to ensure your Personal Data is secure.
52. For any enquiries or complaints regarding data privacy, you can e-mail: colling@barbellcomputing.co.uk.

Successors and Our Sub-contractors

53. Either party can transfer the benefit of this Contract to someone else, and will remain liable to the other for its obligations under the Contract. The Supplier will be liable for the acts of any sub-contractors who it chooses to help perform its duties.

Circumstances Beyond the Control of Either Party

54. In the event of any failure by a party because of something beyond its reasonable control:
    1. the party will advise the other party as soon as reasonably practicable; and
    2. the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Customer’s above rights relating to delivery.

Excluding Liability

55. We do not exclude liability for: (i) any fraudulent act or omission; or (ii) death or personal injury caused by negligence or breach of the Supplier’s other legal obligations. Subject to this, we are not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (eg loss of profit) to your business, trade, craft or profession which would not be suffered by a Consumer – because we believe you are not buying the Services and Goods wholly or mainly for your business, trade, craft or profession.

Governing Law, Jurisdiction and Complaints

56. The Contract (including any non-contractual matters) is governed by the law of England and Wales.
57. Disputes can be submitted to the jurisdiction of the courts of England and Walesor, where the Customer lives in Scotland or Northern Ireland, in the courts of Scotland or Northern Ireland respectively.
58. We try to avoid any dispute, so we deal with complaints as follows: If a customer is unsatisfied with the services we have provided they should contact us within 5 days of delivery so we can discuss potential solutions.

This Privacy Policy applies between you, the User of this Website and/or a Client who has provided data to us, and Barbell Computing Ltd, the owner and provider of this Website and the Supplier of Services. Barbell Computing Ltd takes the privacy of your information very seriously.

This Privacy Policy applies to our use of any and all Data collected by us or provided by you in relation to your use of the Website.

This Privacy Policy should be read alongside, and in addition to, our Terms and Conditions, which can be found at: https://barbellcomputing.co.uk/policies.

Please read this Privacy Policy carefully.

Definitions and Interpretation

1. In this Privacy Policy, the following definitions are used:
   
   1. Data – collectively all information that you submit to Barbell Computing Ltd. This definition incorporates, where applicable, the definitions provided in the Data Protection Laws;
   2. Data Protection Laws – any applicable law relating to the processing of personal Data, including but not limited to the GDPR, and any national implementing and supplementary laws, regulations and secondary legislation;
   3. GDPR – the UK General Data Protection Regulation;
   4. Barbell Computing Ltd, we or us – Barbell Computing Ltd, a company incorporated in England and Wales with registered number 15070698 whose registered office is at George Court, Bartholomew’s Walk, Ely, Cambridgeshire, United Kingdom, CB7 4JW;
   5. User or you – any third party that accesses the Website and/or is a client of Barbell Computing Ltd and is not either (i) employed by Barbell Computing Ltd and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Barbell Computing Ltd in connection with the provision of such services
   6. Website – the website that you are currently using, https://barbellcomputing.co.uk, and any sub-domains of this site unless expressly excluded by their own terms and conditions.
2. In this Privacy Policy, unless the context requires a different interpretation:
   1. the singular includes the plural and vice versa;
   2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Privacy Policy;
   3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
   4. “including” is understood to mean “including without limitation”;
   5. reference to any statutory provision includes any modification or amendment of it;
   6. the headings and sub-headings do not form part of this Privacy Policy.

Scope of this Privacy Policy

3. This Privacy Policy applies only to the actions of Barbell Computing Ltdand Users with respect to this Website and the Services that Barbell Computing Ltd provides. It does not extend to any websites that can be accessed from this Website including, but not limited to, any links we may provide to social media websites.
4. For purposes of the applicable Data Protection Laws, Barbell Computing Ltdis the “data controller”. This means that Barbell Computing Ltd determines the purposes for which, and the manner in which, your Data is processed.

Data Collected

5. We may collect the following Data, which includes personal Data, from you:
   1. name;
   2. contact Information such as physical addresses, email addresses and telephone numbers;

in each case, in accordance with this Privacy Policy.

How We Collect Data

6. We collect Data in the following ways:
   1. data is given to us by you; and
   2. data is collected automatically.

Data That is Given to Us by You

7. Barbell Computing Ltdwill collect your Data in a number of ways, for example:
   1. when you contact us through the Website, by telephone, post, e-mail or through any other means;
   2. when you make payments to us, through this Website or otherwise;
   3. when you elect to receive marketing communications from us;
   4. when you use our services;
   5. when you complete our forms;

in each case, in accordance with this Privacy Policy.

Data That is Collected Automatically

8. To the extent that you access the Website, we will collect your Data automatically, for example:
   1. we automatically collect some information about your visit to the Website. This information helps us to make improvements to Website content and navigation, and includes your IP address, the date, times and frequency with which you access the Website and the way you use and interact with its content.

Our Use of Data

9. Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Website. Specifically, Data may be used by us for the following reasons:
   1. internal record keeping;
   2. improvement of our products / services;
   3. transmission by email of marketing materials that may be of interest to you;

in each case, in accordance with this Privacy Policy.

10. We may use your Data for the above purposes if we deem it necessary to do so for our legitimate interests. If you are not satisfied with this, you have the right to object in certain circumstances (see the section headed “Your rights” below).
11. For the delivery of direct marketing to you via e-mail, we’ll need your consent, whether via an opt-in or soft-opt-in:
    1. soft opt-in consent is a specific type of consent which applies when you have previously engaged with us (for example, you contact us to ask us for more details about a particular product/service, and we are marketing similar products/services). Under “soft opt-in” consent, we will take your consent as given unless you opt-out.
    2. for other types of e-marketing, we are required to obtain your explicit consent; that is, you need to take positive and affirmative action when consenting by, for example, checking a tick box that we’ll provide.
    3. if you are not satisfied with our approach to marketing, you have the right to withdraw consent at any time. To find out how to withdraw your consent, see the section headed “Your rights” below.

Who We Share Data With

12. We may share your Data with the following groups of people for the following reasons:
    1. our employees, agents and/or professional advisors – to provide the services and/or obtain advise from professional advisors;

in each case, in accordance with this Privacy Policy.

Keeping Data Secure

13. We will use technical and organisational measures to safeguard your Data, for example:
    1. access to your account is controlled by a password and a user name that is unique to you.
    2. we store your Data on secure servers.
14. Technical and organisational measures include measures to deal with any suspected data breach. If you suspect any misuse or loss or unauthorised access to your Data, please let us know immediately by contacting us via this e-mail address: colling@barbellcomputing.co.uk.
15. If you want detailed information from Get Safe Online on how to protect your information and your computers and devices against fraud, identity theft, viruses and many other online problems, please visit www.getsafeonline.org. Get Safe Online is supported by HM Government and leading businesses.

Data Retention

16. Unless a longer retention period is required or permitted by law, we will only hold your Data on our systems for the period necessary to fulfil the purposes outlined in this Privacy Policy or until you request that the Data be deleted.
17. Even if we delete your Data, it may persist on backup or archival media for legal, tax or regulatory purposes.

Your Rights

18. You have the following rights in relation to your Data:
    1. Right to access– the right to request (i) copies of the information we hold about you at any time, or (ii) that we modify, update or delete such information. If we provide you with access to the information we hold about you, we will not charge you for this, unless your request is “manifestly unfounded or excessive.” Where we are legally permitted to do so, we may refuse your request. If we refuse your request, we will tell you the reasons why.
    2. Right to correct– the right to have your Data rectified if it is inaccurate or incomplete.
    3. Right to erase– the right to request that we delete or remove your Data from our systems.
    4. Right to restrict our use of your Data– the right to “block” us from using your Data or limit the way in which we can use it.
    5. Right to data portability– the right to request that we move, copy or transfer your Data.
    6. Right to object– the right to object to our use of your Data including where we use it for our legitimate interests.
19. To make enquiries, exercise any of your rights set out above, or withdraw your consent to the processing of your Data (where consent is our legal basis for processing your Data), please contact us via this e-mail address: colling@barbellcomputing.co.uk.
20. If you are not satisfied with the way a complaint you make in relation to your Data is handled by us, you may be able to refer your complaint to the relevant data protection authority. For the UK, this is the Information Commissioner’s Office (ICO). The ICO’s contact details can be found on their website at https://ico.org.uk/.
21. It is important that the Data we hold about you is accurate and current. Please keep us informed if your Data changes during the period for which we hold it.

Links to Other Websites

22. This Website may, from time to time, provide links to other websites. We have no control over such websites and are not responsible for the content of these websites. This Privacy Policy does not extend to your use of such websites. You are advised to read the Privacy Policy or statement of other websites prior to using them.

Changes of Business Ownership and Control

23. Barbell Computing Ltdmay, from time to time, expand or reduce our business and this may involve the sale and/or the transfer of control of all or part of Barbell Computing Ltd. Data provided by Users will, where it is relevant to any part of our business so transferred, be transferred along with that part and the new owner or newly controlling party will, under the terms of this Privacy Policy, be permitted to use the Data for the purposes for which it was originally supplied to us.
24. We may also disclose Data to a prospective purchaser of our business or any part of it.
25. In the above instances, we will take steps with the aim of ensuring your privacy is protected.

General

26. You may not transfer any of your rights under this Privacy Policy to any other person. We may transfer our rights under this Privacy Policy where we reasonably believe your rights will not be affected.
27. If any court or competent authority finds that any provision of this Privacy Policy (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Privacy Policy will not be affected.
28. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
29. This Agreement will be governed by and interpreted according to the law of England and Wales. All disputes arising under the Agreement will be subject to the exclusive jurisdiction of the English and Welsh courts.

Changes to This Privacy Policy

30. Barbell Computing Ltdreserves the right to change this Privacy Policy as we may deem necessary from time to time or as may be required by law. Any changes will be immediately posted on the Website and you are deemed to have accepted the terms of the Privacy Policy on your first use of the Website following the alterations.You may contact Barbell Computing Ltd by email at colling@barbellcomputing.co.uk.

Attribution

31. This Privacy Policy was created using a document from Rocket Lawyer(https://www.rocketlawyer.com/gb/en).

This Privacy Policy was created on 29 September 2023

1. Barbell Computing Ltd, a company incorporated in England and Wales with registered number 15070698 whose registered office is at George Court, Bartholomew’s Walk, Ely, Cambridgeshire, United Kingdom, CB7 4JW (the Supplier); and
2. the Customer, as shown on the Quote or Order (together the parties).

1. These words and phrases have defined meanings:
   1. Agreement – this document and the Contracts, including any amendments;
   2. Consumer – an individual acting for purposes which are wholly or mainly outside their trade, business, craft or profession;
   3. Delivery Location – the Supplier’s premises or other location where the Goods are to be supplied, as set out in the Order;
   4. Effective Date – the date that the Order is agreed between both parties
   5. Goods – any goods of the number, description and specification set out in the Schedule to this Agreement;
   6. Insolvency Event – any event referred to in sub-clauses (b) to (f) under Duration and Termination;
   7. Order – the Customer’s order for the Goods from the Supplier which shall be on the terms of this Agreement;
   8. Warranty Period – the period(s) specified as such for the respective Goods in the Schedule;
   9. Working Day – any day other than a Saturday, Sunday or public holiday in England and Wales;

2. Unless the context requires a different interpretation:
   1. all singular words include plural ones and vice versa;
   2. all references to sub-paragraphs, paragraphs, schedules or appendices are to the ones in this Agreement;
   3. all references to a person includes firms, companies, government entities, trusts and partnerships;
   4. the term ‘including’ does not exclude anything not listed;
   5. all references to statutory provisions include any changes to those provisions;
   6. no headings or subheadings form part of this Agreement.

3. This Agreement shall apply to all supplies of Goods by the Supplier to the Customer. Any quotation of the Supplier does not constitute an offer to sell. If the Buyer wishes to purchase the Goods the subject of a quotation, it must place an Order. No Order of the Customer for Goods shall be binding and no Contract shall arise until the Customer’s Order is accepted by the Supplier expressly or by the Supplier dispatching any of the Goods. Each Contract shall comprise this Agreement, the Supplier’s quotation and any additional terms that are agreed in writing as applicable. All other terms which the Customer seeks to apply will not apply.
4. If any Contract contains provisions which conflict with this Agreement, those provisions of the Contract will prevail to that extent, except nothing shall prevail over the exclusions and limitations of the Supplier’s liability in this Agreement unless the provision expressly refers to those exclusions and limitations and states that it prevails over them.

5. The description of the Goods is as set out in the Quote to the Customer
6. In the case of Goods made to the Customer’s special requirements, it is the Customer’s responsibility to ensure that any information provided by it is accurate.

7. When an Order has been made, the Supplier can reject it for any reason.
8. Any quotation is valid for a maximum period of30 days from its date, unless expressly withdrawn by the Supplier at an earlier time.
9. No variation of the Contract, whether about description of the Goods, price or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier.

10. The price of the Goods is that set out in the Schedule to this Agreementor such other price as may be agreed in writing by the Supplier and the Customer.
11. Prices exclude VAT and other sales taxes and duties unless otherwise shown.
12. Payment for Goods must be made without and set off, withholding, deduction, abatement or counter-claim in advance of delivery despite ownership of the Goods not having passed to the customer.
13. The Supplier can attribute money received from the Customer as being payment for whichever Goods as the Supplier chooses, regardless of the circumstances.
14. Where the Supplier has undertaken to arrange for carriage it shall do so as agent for the Customer and can charge for delivery and any transit insurance.
15. If the Customer fails to make any payment when due, without affecting any other rights which it may have, the Supplier shall be entitled to exercise all or any of the following rights:
    1. suspend production and/or deliveries of Goods and/or performance of Services until paid;
    2. charge interest on the overdue amount at a rate of 2% per annum above the official Bank of England Rate from time to time which shall accrue from day to day (both before and after any judgment) from the due date until payment in full is received by the Supplier or, if higher, equal to compensation and interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

16. Times for delivery or performance by the Supplier are estimates only and, except by operation of law or as otherwise agreed, time shall not be of the essence.
17. If delivery of any Goods has not been made 30 days after the agreed time, the Customer shall be entitled to rescind the Contract in respect of those Goods and return them, and the liability of the Supplier shall be limited to a cancellation of the price due for those which have not been accepted by the Customer.
18. The Customer shall be deemed to have accepted Goods 5 daysafter their delivery. After acceptance, the Customer shall not be entitled to reject Goods which are not in accordance with the Contract.
19. The Supplier will deliver the Goods:
    1. to the Delivery Location by the time or within the period, agreed in the Contract, or failing any agreement, without undue delay
20. If the Customer or its nominee fails, through no fault of the Supplier, to take delivery of the Goods at the Delivery Location, the Supplier can charge the reasonable costs of storing and redelivering them.
21. Any claim that Goods have not been delivered must be notified in writing to the Supplier no later than1 Working  Day   after the agreed date for delivery.
22. The Customer must inspect the Goods immediately on delivery and must no later than 5Working Days after delivery notify the Supplier in writing of any shortage in delivery, damage or any other non-conformity with the Contract that ought reasonably to have been apparent on a reasonable inspection of the Goods.

23. Risk of loss of or damage to the Goods shall pass to the Customer at the time of delivery of the Goods.
24. The Supplier will still own the Goods, regardless of delivery, until the Customer has paid the Supplier in full for those Goods and VAT thereon, and all other sums due from the Customer to the Supplier at that time, provided that the property in the Goods can pass from the Supplier upon such property passing to the Customer’s buyer in the manner permitted below.
25. While the Supplier still owns any of the Goods, the Customer:
    1. will hold those Goods on a fiduciary basis as the Supplier’s property and on the Supplier’s behalf as bailee and depository for the Supplier and the Supplier must ensure that they are clearly identifiable as belonging to the Supplier;
    2. can use or resell those Goods on its own account in its ordinary course of trade to its usual type of customers only, but (in addition to the Supplier’s other rights) this right will terminate immediately if any step occurs towards an Insolvency Event;
    3. must not otherwise deal with, pledge, encumber (except by floating charge), sell or dispose of those Goods.
26. If any step is taken towards any Insolvency Event or if the Customer is overdue in any payment due, all sums shall become immediately due and payable and the Supplier can choose, by immediate notice to the Customer, to end the Customer’s right, if still continuing, to use or resell the Goods still owned by the Supplier, enter any place to recover those Goods, and suspend or cancel any deliveries, and the Supplier shall be entitled upon demand to the immediate recovery of all those Goods. The Customer irrevocably gives the Supplier authority to enter any place to recover those Goods. Such recovery shall not cancel the Customer’s obligation to pay the price for those Goods, provided that the Supplier must make a fair allowance for the value of any Goods which the Supplier has recovered.

27. The Supplier warrants that the Goods:
    1. shall be on delivery and shall remain for the Warranty Period free from material defects in materials and workmanship
    2. are suitable during the Warranty Period for their usual purpose
28. If there is any material breach of the warranty in this clause and the claim is notified promptly within the Warranty Period,the Supplier will, at its option, repair or replace the relevant item of Goods (or any defective part) or offer a refund of all or a fair and reasonable part of the price paid for the relevant item (against return of the such item at the cost of the Customer). If the Supplier complies with this obligation it shall have no further liability in respect of, or arising from the relevant Goods.
29. Where the Customer enters into the Contract as a Consumer, the Customer’s statutory rights are not reduced or affected by this Agreement.
30. The Supplier shall not be in breach and the Supplier shall have no obligation if the claim results from:
    1. fair wear and tear or damage caused by the Customer’s or any third party’s default, negligence or misuse of the Goods, including accidental or deliberate destruction of or damage to the Goods
    2. any failure to install, use or maintain the Goods in accordance with the Supplier’s or manufacturer’s reasonable instructions
    3. any alterations or modifications or repairs to the Goods other than those carried out by the Supplier, or third parties nominated or approved in writing by the Supplier (such approval not to be unreasonably withheld or delayed)
    4. any drawing, design, specification or instruction supplied or required by the Customer
31. The Supplier shall be under no liability under the warranty in this clause while any sum is overdue.

32. In the event of any failure by the Supplier because of something beyond its reasonable control, including industrial disputes (whether or not involving employees of the Supplier) or failure or delays by the Supplier’s suppliers:
    1. it will advise the Customer as soon as reasonably practicable; and
    2. the Supplier’s time to fulfil obligations will be extended so far as is reasonable, provided that it will act reasonably, and it will not be liable for any failure which it could not reasonably avoid.

33. The Supplier shall have no liability however arising for:
    1. a claim, or series of claims arising out of the same circumstances, arising out of the Supplier’s negligently causing damage or loss to physical property other than the Goods, in excess of the value of those goods; and
    2. all other claims in total, in excess of a sum equal to 100% of the price paid and payable (exclusive of VAT and other taxes and duties) by the Customer for the Goods under the Contract giving rise to the claims.
34. Despite any other provision of the Contract, but subject to the first clause under Excluding liability, the Supplier shall have no liability however arising out of or in connection with the Contract and/or the supply of the Goods for any:
    1. direct or indirect loss of or damage to:
       • profit;
       • revenue;
       • business;
       • anticipated savings;
       • data;
       • goodwill;
    2. indirect or consequential loss or damage;

35. The Supplier shall not be liable to the Customer for any claim unless made with reasonable details in writing to the Supplier without unreasonable delay and in any event no later than (i) 3 months, or such longer period as may be reasonable in the circumstances, after the date the claimable event first came (or ought reasonably to have come) to the Customer’s notice, and (ii) no later than 6 months after the delivery of the relevant Goods.
36. The term “however arising” when used or referred to in this clause covers all causes and actions giving rise to the liability of the Supplier arising out of or in connection with the Contract and/or the Goods including whether arising by reason of any (i) misrepresentation, negligence, breach of statutory duty, other tort, repudiation, renunciation or other breach of contract, restitution or otherwise; or (ii) total or partial failure or delay in supply or defective Goods.
37. The exclusions and limitations of liability contained in this Agreement and in the Contract shall apply regardless of whether the loss or damage was foreseeable or whether the Customer notifies the Supplier of the possibility of any greater loss or damage, but shall not apply to the extent not permitted by law and, in particular, nothing in this Agreement shall affect liability for death or personal injury caused by negligence or for fraudulent misrepresentation or other fraud.
38. Where the Contract is entered into with a Consumer, the statutory rights of the Customer are not affected by this Agreement.
39. The Customer should consider taking out its own insurance, and the Customer acknowledges that it had the opportunity to negotiate variations to the exclusions and limitations, upon the agreement of a higher price.

40. This Agreement commences on the Effective Date and either party can end this Agreement and each Contract which has not already ended by giving 5 days written notice to the other party.
41. Either party can end this Agreement and each Contract which has not already ended by giving immediate written notice to the other if the other party commits a material breach of this Agreement and fails to remedy it within 30 daysafter being given written notice giving full particulars of the breach and requiring it to be remedied.
42. Either party can end this Agreement and each Contract which has not already then ended by immediate written notice to the other if:
    1. that other party commits a material breach of this Agreement which is not capable of remedy;
    2. that other party is dissolved, wound up or becomes unable to pay its debts as they fall due;
    3. a receiver is appointed, of any of the property or assets of that other party;
    4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
    5. that other party has a bankruptcy order made against it or goes into liquidation;
    6. that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business (any of the events in sub-clauses (b) to (f) under this clause being an “Insolvency Event”)
    7. that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing their own affairs; or
    8. there is a change of control of that other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

43. This Agreement’s termination will not affect either party’s accrued rights.
44. Other than as set out in this Agreement, neither party will have any further obligation to the other under this Agreement after its termination.

45. The Contracts (Rights of Third Parties) Act 1999does not apply to this Agreement and no third party will have any right to enforce or rely on any provision of this Agreement.
46. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
47. Provisions which by their intent or terms are meant to survive the end of this Agreement, will do so.
48. Any notice (other than in legal proceedings) to be delivered under this Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, sent by fax to its fax number or by email to its business email address.
49. Notices:
    1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day after the date of posting;
    2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
    3. sent by fax will be deemed to have been received on the next Working Day after transmission;
    4. sent by email will be deemed to have been received immediately after transmission.
50. The Supplier can assign, or deal in any other manner with any of its rights under this Agreement or sub-contract all or any of its obligations under it. The Customer cannot assign or otherwise deal with any of its rights or obligations under this Agreement, or subcontract any of its obligations under it.

51. The Customer acknowledges that it does not rely on, and shall have no remedy in respect of, any representation, whether negligent or not, of any person which is not expressly set out in this Agreement, and the only remedy available to it for breach of any representation that is expressly set out in this Agreement shall be for breach of contract.

52. This Agreement is governed and interpreted by the law of England and Wales. All disputes arising under this Agreement will be subject to the exclusive jurisdiction of the English and Welsh

53. Where a customer purchases goods from us and then requests installation, fitting, delivery or configuration services (or any other service similar in nature to these), they do so understanding that that service results in the goods then being considered ‘used’ and as such will no longer have any rights regarding ‘change of mind’ or have any ability to refund the goods for any reason. They will still have any applicable warranty for those goods.

54. Deposits taken for goods or services are classed as non refundable and are intended as a security for the performance of the contract.