Hardware - Additional Terms (Purchase)

These Hardware Terms apply where You purchase hardware from Us under Your Order (the Hardware). They apply in addition to, and prevail over, any inconsistent terms in the Order, the Core Terms, any specification, or those implied by law, trade custom, practice or course of dealing. Where a capitalised word is used in these terms but is not defined here, it has the meaning given to it in the Core Terms.

1. Quantity and description

1.1 The quantity and description of the Hardware are as set out in the Order.

1.2 All samples, drawings, descriptive matter, specifications and advertising We issue, and any descriptions or illustrations in Our catalogues or brochures, are for illustration only and do not form part of the Agreement.

1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, invoice or other document We issue is subject to correction without liability on Our part.

1.4 We may (but are not obliged to) make any changes to the specification of the Hardware required to comply with applicable legislation, or that do not materially affect its quality or performance.

1.5 We will use reasonable endeavours to transfer to You the benefit of any manufacturer warranty or guarantee given to Us.

1.6 Our employees, contractors and agents are not authorised to make any representations or contractually binding statements about the Hardware.

2. Delivery and acceptance

2.1 We will use reasonable endeavours to deliver the Hardware on the date(s) agreed with You, but any such date is approximate only. Time is not of the essence for delivery, and We are not in any circumstances liable for any delay, however caused.

2.2 Delivery will be during normal business hours (excluding bank and public holidays). We may charge extra for deliveries You request outside those hours.

2.3 You are responsible, at Your cost, for preparing the delivery location and providing all necessary access and facilities reasonably required to deliver and install the Hardware. If We are prevented from delivering or installing on the specified date because no such preparation has been done, We may charge extra to recover Our resulting loss.

2.4 You are treated as having accepted the Hardware once You have had five days to inspect it after delivery.

2.5 We are responsible for any damage, shortage or loss in transit, provided You notify Us (or Our carrier, if applicable) within five days of delivery (or the proposed delivery date) and the Hardware has been handled in accordance with Our stipulations. Our remedy under this clause is limited, at Our option, to replacing or repairing Hardware proven to Our satisfaction to have been lost or damaged in transit.

3. Risk and ownership

3.1 The Hardware is at Our risk until delivery to You at the place of delivery You specify. We will off-load the Hardware at Your risk.

3.2 Ownership of the Hardware passes to You on the later of: completion of delivery (including off-loading); or when We have received, in full and in cleared funds, all sums due to Us for:

(a) the Hardware; and

(b) all other sums that are or become due to Us from You on any account.

3.3 Until ownership passes to You under clause 3.2, You will:

3.3.1 Hold the Hardware on a fiduciary basis as Our bailee;

3.3.2 Store it (at no cost to Us) in satisfactory conditions and separately from Your other goods or those of any third party, so it remains readily identifiable as Our property;

3.3.3 Not destroy, deface or obscure any identifying mark or packaging; and

3.3.4 Keep it insured on Our behalf for its full price against all risks with a reputable insurer to Our reasonable satisfaction, holding the insurance proceeds on trust for Us and not mixing them with other money or paying them into an overdrawn account.

3.4 Until ownership passes to You under clause 3.2, You grant Us, Our agents and employees an irrevocable licence to enter any premises where the Hardware is or may be stored, at any time, to inspect it.

3.5 On termination of the Agreement for any reason, Our (but not Your) rights under this section 3 remain in effect.

4. Remedies

4.1 We are not in any circumstances liable for any non-delivery of Hardware (even if caused by Our negligence) unless You notify Us in writing of the failure to deliver within five days after the scheduled delivery date.

4.2 Our liability for non-delivery is limited in all circumstances to replacing the Hardware within a reasonable time, or issuing a credit note at the pro-rata contract rate against any invoice raised for that Hardware.

4.3 If Our performance of these Terms is prevented or delayed by Your act or omission, You will in all circumstances be liable to pay Us all reasonable costs, charges or losses We sustain as a result, subject to Our notifying You in writing of any such claim.

5. Force majeure

5.1 We may defer the delivery date, or cancel the Hardware portion of the Agreement or reduce the amount of Hardware ordered, if We are prevented from or delayed in carrying on Our business by acts, events, omissions or accidents beyond Our reasonable control - including strikes, lock-outs or other industrial disputes, failure of a utility, transport or telecommunications service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, breakdown of plant or machinery, fire, flood, storm, or default of suppliers or sub-contractors.