Terms of Business

INTERCONNECT DIRECT LIMITED STANDARD CONDITIONS OF SALE

1 DEFINITION

1.1 Buyer the person who buys or agrees to buy the Products or services from Interconnect Direct.

1.2 Conditions the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Interconnect Direct.

1.3 Delivery date the date specified by Interconnect Direct when the products or service are to be delivered.

1.4 Products means the products and or services which the Buyer agrees to buy from Interconnect Direct.

1.5 Price the price for the products excluding carriage packing insurance and VAT.

2 CONDITIONS APPLICABLE

2.1 These conditions shall apply to all contracts for the sale of products by Interconnect Direct to the buyer to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order, conformation of order or similar document.

2.2 All orders for products shall be deemed to be an offer by the buyer to purchase products pursuant to these conditions,

2.3 Acceptance of delivery of the products shall be deemed conclusive evidence of the buyer's acceptance of these conditions.

2.4 Any variation of these conditions (including any special terms and conditions) agreed between the parties shall be Inapplicable unless agreed in writing by Interconnect Direct, acting by its Proprietor or some other person authorised in writing by him,

2.5 Any typographical clerical or other error or omission in any sales literature, quotation price list, acceptance of offer, Invoice or other document or information issued by Interconnect Direct shall be subject to correction without any liability on the part of Interconnect Direct.

2.6 If any provision of these conditions is held by any competent authority or court to be Invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of those provisions in question shall not be affected.

3 THE PRICE AND PAYMENT

3.1 The price shall be the price stipulated in Interconnect Direct's quotation provided by email, in writing or verbally. The price is exclusive of VAT that shall be due at the rate ruling on the date of the Interconnect Direct invoice. In any event of any Increase in the cost to Interconnect Direct of raw materials, labour, overheads or any increase In taxes or duties, or any variations in exchange rate Interconnect Direct may amend the price payable under this contract notice of this intention will be given.

3.2 Payment of the price and VAT shall be due on the delivery of the products. Time for payment shall be of the essence. If the Buyer does not pay the price on delivery the Interconnect Direct may bring an action for the price even though property in the products has not passed to the Buyer. The Buyer will pay the price in full without discount (except any discount allowed by these terms), deduction set off or abasement on any ground.

3.3 Interest on overdue invoices shall accrue from the due date when payment becomes due from day to day until the date of payment at a rate of 8% above The Bank Of England base rate and shall accrue at such a rate after as well as before any judgement. Overdue invoices are subject to a £45 +VAT late payment fee.

4 THE PRODUCTS

4.1 The quantity and description of the products shall be as set out in Interconnect Direct's quotation and accepted by way of a purchase order or acceptance of online order.

4.2 Interconnect Direct reserves the right to make any changes in the specification of the products which are required to conform with any applicable safety or other statutory requirement or, where the products are to be supplied to Interconnect Direct's specification which do not materially affect their quality or performance.

4.3 No order which has been accepted by Interconnect Direct may be cancelled by the Buyer except with the agreement in writing of Interconnect Direct and on terms that the Buyer shall indemnify Interconnect Direct in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Interconnect Direct as a result of cancellation.

5 WARRANTIES AND LIABILITY

5.1 Interconnect Direct warrants that the products will be free from defects in materials and workmanship for a period of 12 months from the delivery date ("the Warranty Period"). If the Buyer returns to Interconnect Direct any products which the Buyer claims are in breach of this warranty not later than the expiry of the Warranty Period.

5.2 Interconnect Direct shall at its own expense and within a reasonable time of receiving those products consider the Buyers claim and if Interconnect Direct determine that the products returned by the Buyer breach this warranty repair, or at its option replace, the Products or such parts of the products as are detective.

5.3 The Buyer is responsible for the cost of transporting defective Products to Interconnect Direct for repair or replacement. When returning Products the buyer must quote a Return Material Authorisation (RMA) number on the packaging (which can be obtained from Interconnect Direct) and provide a written description of the defect which the Buyer claims is covered by the warranty. If the Buyer does not comply with this procedure Interconnect Direct shall have no obligation to consider the Buyer's claim for breach of the warranty and may make a handling charge for any warranty claims that are considered.

5.4 Any items returned to the company that are ordered in error by the buyer shall be eligible for a 20% restocking fee or £20, which ever is the greater. This is not a negotiable fee.

5.5 Interconnect Direct does not replace any faulty items in advance without first being able to examine the faulty items.

5.6 Interconnect Direct does not sale Products on a trial basis and Products can only be returned if they are in fully merchantable condition including original packaging, software, manuals and cables.

5.7 The warranty contained in clause 5.1 is contingent on the proper use of the Products by the Buyer and does not cover any part of the Products which have been modified without Interconnect Direct's prior written consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will that warranty apply if repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, humidity control, transportation or other causes other than ordinary use.

5.8 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the products and whether implied by statute or common law or otherwise are excluded.

5.9 Any special needs by the buyer from Interconnect Direct must be detailed in writing as to what specifications or standards the buyer requires.

5.10 In any event and despite anything contained in these conditions, in no circumstances shall Interconnect Direct be liable in contract, tort (including negligence or breach of statutory duties) or otherwise howsoever and whatever the cause thereof; (i) for any increased costs or expenses; (ii) for any loss of profit, business, contracts, revenues, or anticipated savings or (iii) for any special indirect or consequential damage of any nature whatsoever.

5.11 Where manufacturers warranties offer enhancement or betterment of the foregoing terms of section 5 the Buyer Is required to deal directly with the manufacturer In order to secure these rights.

5.12 No warranty Is offered on software Products, whether the Buyer or Interconnect Direct installs them, after the manufacturer's seals are broken unless the software can be shown to be faulty. After breaking of the manufacturer's seals the Buyer accepts the license agreement between himself (the Buyer) and the software manufacturer.

6 DELIVERY OF THE PRODUCTS

6.1 Delivery of the products shall be made by the Buyer collecting the products at Interconnect Direct's premises at any time after Interconnect Direct has notified the Buyer that the Products are ready for collection or some other place for delivery Is agreed by Interconnect Direct delivering the Products to that place.

6.2 Interconnect Direct will use all reasonable endeavours to adhere to any time stated for delivery but any dates quoted for delivery are approximate only. Interconnect Direct shall not be liable for any delay in delivery of the Products however caused.

7 ACCEPTANCE OF THE PRODUCTS

7.1 The Buyer shall be deemed to have accepted the Products 5 working days after delivery to the Buyer.

7.2 After acceptance the Buyer shall not be entitled to reject Products which are not in accordance with the contract.

8 TITLE AND RISK

8.1 Risk of damage to or loss of the Products shall pass to the buyer upon delivery

8.1.1 In the case of Products to be delivered at Interconnect Direct's premises, at the time when Interconnect Direct notifies the Buyer that the products are available for collection; or

8.1.2 In the case of Products to be delivered otherwise than at Interconnect Direct's premises, at the date of delivery; or

8.1.3 If the Buyer wrongfully fails to take delivery of the Products the time when Interconnect Direct has tendered delivery of the Products.

8.2 Despite delivery and the passing of risk in the Products or any other provision of these conditions the title to the Products shall not pass to the Buyer until Interconnect Direct has received in cash or cleared funds payment in full of the price and the price for all other Products agreed to be sold by Interconnect Direct to the Buyer for which payment is then due.

8.3 Until the title to the Products passes to the Buyer Interconnect Direct shall be entitled at any time to require the Buyer to deliver up the products to Interconnect Direct and if the Buyer fails to do so Immediately to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.

8.4 The Buyer shall not be entitled to pledge or in anyway charge by way of security for any indebtedness any of the Products which remain the property of Interconnect Direct but If the Buyer does so all monies owing to Interconnect Direct shall (without prejudice to any other right or remedy on Interconnect Direct) immediately become due and payable.

9 REMEDIES OF BUYER

9.1 Where the buyer rejects any products then the Buyer shall have no further rights whatsoever in respect of the supply to the Buyer of those Products or the failure by Interconnect Direct to supply Products which conform to the contract of sale.

9.2 Where the Buyer accepted any Products then Interconnect Direct shall have no I liability whatever to the Buyer in respect of those Products.

10 INSOLVENCY OF BUYER

10.1 This clause applies if -

10.1.1 The Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2 An encumbrance takes possession or a receiver is appointed of any of the property or assets of the Buyer; or

10.1.3 The Buyer ceases or threatens to cease to carry on business; or

10.1.4 Interconnect Direct reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

10.2 If the clause applies then, without prejudice to any other right or remedy available to Interconnect Direct, shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and If the products have been delivered but not paid for the price shall become Immediately due and payable that despite any previous arrangement or agreement to the contrary.

11 GENERAL

11.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the party shall enjoy a reasonable extension of time for the performance of its obligations.

11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.

11.3 Each party agrees to treat as confidential and not to divulge to any third party without the prior written consent of the other, details of the other's business operations, proprietary rights and techniques, contemplated new products and customer lists. This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained from a third party lawfully entitled to possess the information.

11.4 lf and to the extent that any provision or any part of the provision of Interconnect Direct's standard conditions of sale is illegal, void or unenforceable for any reason then such provision or part thereof (as the case may be) shall be deemed severable under remaining provisions or parts of the relevant provision (as the case may be) all of which remaining provisions shall remain in full force and effect.

12 PROPER LAW OF CONTRACT

This contract is subject to the law of England and Wales.

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