General Terms and Conditions of Hardware Tech Direct Ltd, Bristol, UK
Article 1. Definitions
1.1. In the absence of explicit statement to the contrary, the terms used in these general terms and conditions are defined as follows. HWTD: Hardware Tech Direct Ltd, the user of these general terms and conditions. Customer: HWTD’s other legal party to the contract such as companies, consumers, foundations or other form of legal entities. Contract: The contract between Hardware Tech Direct Ltd and the Customer.
Article 2. Scope of Application
2.1. These conditions are applicable to all legal relationships between HWTD and its customers, including all offers, quotations and agreements between HWTD and the customer to which HWTD has declared these terms and conditions applicable, insofar as these conditions have not been expressly departed from in writing by the parties.
2.2. These terms and conditions are further applicable to all contracts with HWTD that are executed with the assistance of third-parties.
2.3. These terms and conditions are applicable to all interactions with HWTD including the use of HWTD’s website.
2.4. Departures from these general terms and conditions are valid exclusively if expressly agreed in writing.
2.5. The applicability of any purchasing or other conditions of the customer is expressly rejected.
2.6. If one or more of the provisions of these general terms and conditions are invalid or set aside, the remaining provisions of these general terms and conditions shall remain applicable in full. HWTD and the customer will in that case enter into consultation with the goal to make agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
Article 3. Offers and formation of the contract
3.1. All offers made by HWTD are subject to contract unless an acceptance period has been expressly stated in or in relation to the quotation.
3.2. In the absence of agreement to the contrary, the prices stated in the aforementioned offers/quotations are exclusive of VAT, shipping costs and other governmental levies as well as the costs incurred in relation to the contract, including forwarding and administration expenses.
3.3. The offer is based exclusively on the information provided for that purpose by the customer, and HWTD can rely on the accuracy and completeness of that information. The customer guarantees the accuracy and completeness of that information.
3.4. The offer sent by HWTD is without any obligation for HWTD. HWTD reserves the right to change or withdraw any offer made at any time.
3.5. The contract is formed between HWTD and the customer by one of the following methods and times:
- a) if no purchase order confirmation is sent, at the time at which the customer expressly accepts in good time and verbally or in writing and in unamended form an offer made by HWTD;
- b) if a purchase order confirmation is sent, at the time at which HWTD takes receipt of the purchase order confirmation that was sent to the customer, signed for agreement;
- c) or at the time to which HWTD commences execution of the order on the customer’s request. Notwithstanding the above, either party is free to make a case that the contract has been formed by other means and/or at a different time.
Article 4. Execution of the contract
4.1. HWTD will execute the contract with the due care that can reasonably be expected of a good contractor. HWTD does not however guarantee that a certain result will be achieved.
4.2. All deadlines indicated by HWTD are indicative and are not to be regarded as firm deadlines. Exceeding these deadlines shall not oblige HWTD to pay any compensation for damages or give the customer the right to dissolve the contract other than in cases of intentional act or omission or causes on par with gross negligence on the part of HWTD.
4.3. In cases of late delivery, HWTD must be held in default by the customer before being considered to be in default. Late delivery shall not oblige HWTD to pay any compensation for damages or give the customer the right to dissolve the contract.
4.4. If and in so far as required for the correct execution of the contract, HWTD reserves the right to have work carried out by third-parties.
4.5. The customer shall ensure that HWTD is provided in good time with all information that HWTD indicates is necessary and which the customer could reasonably be expected to realize is necessary to the execution of the contract. If the information required for the execution of the contract is not issued to HWTD on time, HWTD reserves the right to suspend execution of the contract and/or to charge the customer with extra costs incurred as a result of the delay at the current market rates.
Article 5. Delivery
5.1. Delivery shall take place ex warehouse of HWTD.
5.2. The customer is obliged to accept the goods at the time at which HWTD delivers them or has them delivered to him or when they are made available to him in accordance with the contract.
5.3. If the customer refuses to take delivery or fails to provide information or instructions necessary to the delivery, HWTD shall be entitled to store the goods at the customer’s expense and risk.
5.4. The risk of the goods shall transfer to the customer at the time at which they are legally and/or actually delivered to the customer and are thus placed at the customer’s disposal or a third-party nominated by the customer for that purpose.
Article 6. Price and costs
6.1. The price is exclusive of VAT, shipping costs and all other costs, incurred in the context of the contract.
6.2. HWTD reserves the right to increase that price, in cases where amendments or additions are made to the contract, for example.
6.3. HWTD is further authorized to pass on price increases to the client if cost-determining factors such as salaries or other costs are increased between the time of the quotation and delivery.
Article 7. Payment and delivery
7.1. Invoices are payable within the agreed timeframe in a manner indicated by HWTD and in the currency stated on the invoice, without deduction, discount or set-off being permitted. Payments should only be paid on the account of HWTD mentioned on the offer or invoice. Objections to the level of the bills do not suspend the payment obligation.
7.2. All goods remain the property of HWTD until full payment of the offer or invoice is received by HWTD. The customer is responsible for the goods and should make sure that the goods do not lose any value until the offer or invoice of HWTD has been paid in full.
7.3. If payment has not been received by HWTD within the agreed timeframe, HWTD has the right to enter the premises of the customer to recuperate the goods and to claim for damages or decrease in quality of the goods.
7.4. If the customer fails to remit payment within the agreed timeframe, the customer shall be held in default by operation of law. The customer shall in that case be liable for the payment of interest equal to the statutory commercial interest rate at that time. The interest over the payable amount shall be calculated from the time at which the customer was held in default until the time of full and final settlement, in which context part of a month shall be deemed to be a full month.
7.5. In the event of the customer being liquidated, declared bankrupt or granted suspension of payment, the claims of HWTD on the customer shall become immediately due and payable. 7.6. HWTD reserves the right to have payments made by the customer extend first to payment of costs, then to outstanding interest and finally the principal amount and the current interest. HWTD can refuse a payment offer, without that being in default, if the customer indicates a different order of allocation. HWTD can refuse full payment of the principal amount if the due and current interest and costs are not remitted at the same time.
7.7. If the customer exceeds any payment period, HWTD has the right to discontinue further deliveries to the customer until the full outstanding amount under all contracts entered into with HWTD has been paid. HWTD is in that case further entitled to send subsequent deliveries exclusively on a ‘cash on delivery’ basis.
7.8. The delivery periods stated shall never be considered to be firm dates, unless expressly agreed on otherwise. If delivery does not take place in time, HWTD shall, therefore, be in default after having received a written notice of default.
7.9. In the case of exceeding the firm terms of delivery or in the case of default, the customer shall not be entitled to compensation, but shall only have the choice to demand fulfilment as yet within a reasonable term to be specified by HWTD or to dissolve the agreement.
7.10. The exceeding of any term due to force majeure shall entitle both parties to dissolve the agreement by notifying the customer thereof after the situation of force majeure has lasted for two months, all this without either party being entitled to claim compensation from the customer. Notification as referred to in the previous sentence shall be sent within one week after expiry of the term specified in it.
7.11. By force majeure in the sense of these general terms and conditions shall be understood, inter alia, any circumstance beyond our will and through no fault of ours, whether or not foreseeable at the time of the conclusion of the agreement, as a result of which fulfilment of this agreement by HWTD cannot be demanded in reason by the customer, such as, inter alia but without limitation, war or comparable or connected circumstances, interruptions of operation, industrial actions, work lockouts and other work problems, breach of contract or force majeure on the side of third parties involved by us with a view to the execution of the agreement with the customer, floods, natural disasters and any contingencies originating from outside as well as government measures.
7.12. From the moment of delivery, the risk for the goods shall rest entirely with the customer. If goods have not been taken possession of by the customer after expiry of the delivery term, they shall be stored for its disposal at its expense and risk. HWTD shall be entitled to make partial deliveries of the products and to invoice those parts separately.
7.13. If no further instructions are given by the customer, the manner of transport, forwarding, packing, etc. shall be decided using HWTD’s own discretion, without accepting any liability in this respect. Any specific wishes of the customer in respect of transport or the forwarding of goods shall only be carried out if the customer has declared in writing that they are prepared to bear the additional cost thereof.
Article 8. Order cancellation policy
8.1. Where the customer wishes to cancel all or part of the Contract, HWTD may, but shall not be required to, accept such termination, in which case the customer shall pay to HWTD any costs incurred by HWTD when purchasing the Goods for the purpose of fulfilling the Contract prior to the customer’s notification of its wish to cancel, together with any costs reasonably incurred by HWTD in connection with the Contract prior to such notification and any of loss of profit arising from the cancellation.
Article 9. Retention of title
9.1. All goods delivered by HWTD remain the property of HWTD until the customer has met in full all of the obligations under the contract entered into with HWTD; this to be decided at HWTD’s discretion.
9.2. The customer is not authorized to pledge or encumber in any other way the goods covered by retention of title.
9.3. In the event of third-parties imposing an attachment on the goods delivered under retention of title or setting out to establish or invoke any rights to them, the customer is obliged to notify HWTD of that as soon as may reasonably be expected.
9.4. The customer is obliged to insure goods delivered under retention of title and to keep them insured against fire, explosion and water damage and against theft and to issue the insurance policy for inspection on demand.
9.5. Goods delivered by HWTD and which are covered by retention of title as provided for under paragraph 1 of this article may only be sold on in the context of normal business operations and may not under any circumstances be used as a means of payment. If the goods are resold, the customer further undertakes to transfer them under retention of title.
9.6. In the event that HWTD wishing to exercise its property rights as provided for in this article, the customer hereby gives unconditional and irrevocable permission, now and then, for HWTD or third-parties engaged by HWTD to enter the places where the property of HWTD is located and to repossess that property. If the goods have been sold by the customer and are no longer at the premises of the customer, the customer is obliged to inform HWTD of the name and address of the current holder of the goods.
Article 10. Collection costs
10.1. All judicial and extrajudicial (debt collection) costs reasonably incurred by HWTD in connection with the customer’s non-compliance or late compliance with their payment obligations shall be the customer’s financial responsibility. 10.2. The customer is liable for payment of statutory interest over the debt collection costs.
Article 11. Inspection, Complaints, Liability
11.1. The customer shall be obliged to inspect all goods thoroughly for defects immediately after delivery thereof and, in the case defects are found, to inform HWTD of this immediately in writing. If the customer does not point out the defects to HWTD within seven days after the day of delivery, the customer shall be considered to agree with the condition in which the purchased goods have been delivered and any right of recovery shall cease.
11.2. The customer shall be obliged to enable HWTD to check complaints made. In the event of agreement, a written statement shall be prepared that must be signed by both parties. If the parties fail to agree, the services of an independent expert shall be engaged. The cost of this expert shall be borne by the party that fails in its claim unless agreed on otherwise.
11.3. If the complaint is correct in HWTD’s opinion or in the opinion of the independent expert, HWTD shall either pay fair compensation up to a maximum of the invoice value of the delivered goods, or replace the delivered goods free of charge after return thereof in their original condition. HWTD shall not be obliged to pay any further compensation or payment of cost no matter how that cost is described.
11.4. Notwithstanding the provisions of article 10, the customer is obliged if they are or remain of the opinion that HWTD has failed to implement the contract on time, completely or correctly (unless this is done subject to the provisions of article 10.1) to notify HWTD as such in writing and without delay and to exercise his rights to institute claims on that basis within one year of the date of that notification, or within one year of the time at which notification should have taken place, in the absence of which all of their rights and claims in that regard shall lapse upon expiry of the period set forth above.
Article 12. Warranty
12.1. HWTD offers a 3 month warranty on all refurbished goods.
12.2. On new goods purchased from HWTD the manufacturer’s warranty applies for manufacturing faults.
12.3. This warranty applies only to the normal use of the goods, normal wear and tear excepted, in accordance with written use instructions, if any, provided with the goods (either in writing or otherwise).
12.4. This warranty does not apply to damage caused by accident, abuse, misuse, or modification of the goods.
Article 13. Suspension and dissolution
13.1. If the customer fails to meet any obligation to HWTD or to meet it in full or on time, if the customer is declared bankrupt or a request for their bankruptcy is filed at the court, if the customer has applied for or been granted suspension of payment, if the customer’s company is discontinued or liquidated, if goods of the customer are subjected to an attachment, or if the customer is placed under administration or guardianship, HWTD has the right to suspend compliance with his obligations to the customer or to dissolve the contract with the customer in full or in part, without any notice of default or legal intervention being required and without being obliged to pay any compensation for damages, without prejudice to the remaining rights of HWTD, including the right to claim compensation for damages.
Article 14. Liability
14.1. In the event of HWTD being held liable, that liability shall be limited to the provisions of this clause.
14.2. HWTD’s liability for losses suffered by the customer caused by the late, incomplete or incorrect implementation of the contract shall be limited to a maximum of the invoice amount charged by HWTD to the customer for the delivered goods and or the performance of services in which the cause of the loss has occurred. The compensation payable by HWTD to the customer cannot however under any circumstances exceed the amount for which HWTD’s liability is insured. For the purpose of this and subsequent clauses of this article HWTD is also defined as HWTD’s employees and third-parties it has engaged for the implementation of the order.
14.3. HWTD cannot be held liable for any losses caused by the customer’s failure to meet his obligation to provide information as provided for in article 3.3 unless those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of HWTD.
14.4. Neither can HWTD be held liable for losses caused by acts or omissions of third-parties engaged by the customer during implementation of the order, unless those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of HWTD.
14.5. HWTD is further authorised at all times to maximally limit or reverse the customer’s loss, for which the customer is obliged to cooperate with in full.
14.6. The customer is obliged to limit or, where possible, to reverse his or her loss and that of his or her members.
14.7. HWTD cannot under any circumstances be held liable for indirect losses, including consequential losses, loss of income, missed savings or losses caused by business stagnation.
14.8. The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of HWTD.
Article 15. Indemnification
15.1. The customer indemnifies HWTD against claims of third-parties regarding intellectual property rights on materials or information issued to the customer and which are used during implementation of the contract.
15.2. The customer indemnifies HWTD against claims of third-parties regarding losses related to or arising from the contract implemented by HWTD if and insofar as HWTD is not liable to the customer in that respect by virtue of the provisions of article 13.
Article 16. Force majeure
16.1. The parties are not required to comply with any obligation if prevented from doing so as a result of a circumstance that is beyond their control and for which they cannot be held accountable by virtue of the law, a juristic act or generally accepted views.
16.2. In these general conditions, force majeure is defined – in addition to that which is deemed as such by law and legal precedent – as all circumstances, foreseen or unforeseen, that are beyond the control of HWTD but which prevent HWTD from meeting its obligations. That includes strikes at HWTD’s business.
16.3. No claims for any compensation can be made by the customer in the event of force majeure.
16.4. If a case of force majeure leads to an agreed date or term being exceeded, the customer has the right to dissolve the relevant contract by means of written notification to that effect. That dissolution shall not extend to goods that have already been delivered; those goods must be paid for by the customer with due observance of article 7 of these general terms and conditions.
Article 17. Applicable law and disputes
17.1. In the absence of mandatory rules of law to the contrary, the court in HWTD’s place of establishment has exclusive competent jurisdiction.
17.2. All legal relationships between HWTD and the customer to which these general conditions apply shall be governed by the laws of the United Kingdom. The Vienna Sales Convention is expressly excluded.
Article 18. Source
18.1. These conditions have been published on HWTD’s website.
18.2. The most recently published version or the version that was applicable at the time at which the contract was formulated shall be applicable at all times.
Article 19. Intellectual property
19.1. All material contained and presented on HWTD’s website, including but not limited to text and graphics is the copyright or similar rights of HWTD, unless otherwise expressly stated.
19.2. HWTD reserves the rights and strictly forbids any unauthorized use or duplication. Any statutorily authorized rights to print or download are strictly limited for sole personal use. No material created by HWTD can be used for any commercial purpose whatsoever without express permission being given by HWTD in writing.
19.3. Any copies of HWTD’s website pages or the information thereon saved by an individual, by any means whatsoever, can only be used for subsequent viewing purposes or to print extracts for personal use.