IMPORTANT – PLEASE READ TO IDENTIFY THE TERMS THAT APPLY TO YOUR ORDER

If you are a consumer customer (which means you are buying the goods for your personal use), our Consumer Terms for the supply of goods apply to each order that you submit on our website, which are accessible here:  B2C TERMS.  The Business Terms are not applicable to your order and do not apply.

 

AGREED TERMS 

The Buyer’s attention is particularly drawn to the following conditions 3.6, 3.7, 3.9, 5.3, 8.2 – 8.5, 11.2.3 – 11.4, 12.7, 14, 16.1 and 22.3.

1. ABOUT US
   • Company details. HHB Communications Limited (company number 02316548) (the “Company”), is a limited company registered in England and Wales. Its registered office is at 73-75 Scrubs Lane, London NW10 6QU. The Company trades as “HHB”, “Scrub” and “Source Distribution”. The Company’s main trading address is 73-75 Scrubs Lane, London NW10 6QU and VAT number is GB 5277481 21. HHB Communications Limited operates the website hhb.co.uk (the “Site”).
   • Contacting us. To contact the Company, telephone our customer service team at +44 (0)20 8962 5000 or email [email protected].
   • Professional indemnity insurance. The Company maintains professional liability insurance for United Kingdom and European Union and its compulsory insurer is Hiscox Insurance 1 Great St Helen’s London WC3A 6HX, and its policy number is PL-PSC4001790256/02.
2. INTERPRETATION

In these terms, the following words are defined as follows:

• “Authorised Employee” shall mean a director of the Company;
• “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
• “Buyer” shall mean the person or persons, firm or company who purchases the Goods and/Services from the Company (but shall not include a consumer customer, to which the following terms of sale apply B2C Terms;
• “Company’s Premises” means 73/75 Scrubs Lane, London NW10 6QU.
• “Completion of Delivery” has the meaning set out in condition 3.
• “Conditions” means the standard terms and conditions set out in this document and (unless the context otherwise requires) includes the particulars of any Order Confirmation or Dispatch Confirmation issued by the Company to the Buyer and any special terms and conditions otherwise agreed in writing by an Authorised Employee;
• “Contract” the contract between the Company and the Buyer for the supply of the Goods and/or Services in accordance with these Conditions;
• “Contract Price” has the meaning set out in condition 1;
• “Defective Delivery Report” has the meaning set out in condition 4.
• “Delivery Location” has the meaning set out in condition 1 if the Goods are being collected, or condition 7.2 if the Goods are being delivered.
• “Dispatch Confirmation” has the meaning set out in condition 4.2;
• “Equipment” means the equipment of the Buyer that the Services are being provided to, or to which condition 12 otherwise applies;
• “Force Majeure Event” means any act or event beyond a party’s reasonable control including, but not limited to: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic (excluding the Pandemic); (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation, imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; (f) collapse of building, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this condition); (h) non-performance by suppliers or sub-contractors; and (i) interruption or failure of a utility service.
• “Goods” shall mean any goods specified in the Order (including any part or parts of them);
• “Initial Assessment Fee” means £40 plus VAT if the Equipment is estimated by the Company to value between £0 – £249 or £80 plus VAT if the Equipment is estimated by the Company to value £250 or more. If the Equipment is not Refused, unless otherwise stated on the Order Confirmation, the Initial Assessment Fee shall be included in the Contract Price for the Services;
• “Pandemic” has the meaning set out in clause 1;
• “Parts” has the meaning set out in condition 4. The term “Part” shall be construed accordingly;
• “Order” shall mean the Buyer’s order for the Goods and/or Services, as set out in the Site’s order page;
• “Order Confirmation” shall have the meaning set out in condition 4.1;
• “Replacement Parts” has the meaning set out in condition 8.3;
• “Repaired Parts” has the meaning set out in condition 8.2;
• “Refusal” has the meaning set out in condition 3. The term “Refused” shall be construed accordingly;
• “Services” means the services specified in the Order;
• “Site” has the meaning set out in condition 1;
• “Test Fee” means £40 plus VAT;
• “VAT” means value added tax at the appropriate rate; and
• a reference to “writing” or “written” includes faxes and e-mails.
• Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

3. APPLICATION OF TERMS
   • The Buyer shall follow the onscreen prompts to place an Order. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
   • Each Order is an offer by the Buyer to buy the Goods and/or Services subject to these Conditions. No other terms are implied by trade, custom, practice or course of dealing.
   • After the Order is submitted by the Buyer, the Buyer will receive an email from the Company acknowledging that the Order has been received. The Buyer acknowledges and accepts that this does not mean that the Order has been accepted. Acceptance takes place in accordance with condition 4.
   • No Order placed by the Buyer shall be deemed to be accepted by the Company until either:
     • an order confirmation (“Order Confirmation”) is issued to the Buyer by the Company; or
     • where no Order Confirmation is issued, in the case of Goods, the Company sends the Buyer an email confirming the Goods have been dispatched or, if the Goods are being collected, that the Goods are ready for collection (“Dispatch Confirmation”),

at which point the Contract shall come into existence.

• If the Company is unable to supply the Goods and/or Services for any reason (excluding where condition 3 applies), the Company will inform the Buyer of this by email and will not process the Order. If the Buyer has already paid for the Goods and/or Services, the Company will refund the Buyer the full amount paid, including any delivery costs charged as soon as possible.
• If the identity of the Buyer shall be wrongly specified or misrepresented to the Company on any Order accepted by the Company, the individual; firm or company specifying the Buyer shall be liable personally to the Company as if it were the Buyer.
• Subject to condition 14, the Buyer acknowledges and accepts that any advice or recommendation given as to the storage, application or use of Goods which is not confirmed in writing by an Authorised Employee is followed or acted upon at the Buyer’s entire risk and expense, and the Company shall not be liable for any such advice or recommendation not so confirmed.
• All of these Conditions apply to the supply of both Goods and Services, except where application to one or the other is specified.
• If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (“Buyer Default”):
  • without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services and/or supply of the Goods until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations;
  • the Company shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this condition 9; and
  • the Buyer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Buyer Default.

4. DESCRIPTION
   • The quantity and description of the Goods and/or Services shall be as set out in Order.
   • The Buyer acknowledges and accepts that:
     • all samples, drawings, descriptive matter, illustrations, specifications and advertising of the Goods and/or Services are issued or published by the Company for the sole purpose of giving an approximate idea of the relevant Goods and/or Services. They shall not form part of the Contract nor have any contractual force;
     • the images of the Goods on the Site are for illustrative purposes only. The colour of the Goods may vary slightly from those images; and
     • the packaging of the Goods may vary from that shown on the Site.
   • The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement, but for the avoidance of doubt, the Company shall not be responsible for checking the Buyer’s statutory or regulatory requirements and/or ensuring such requirements are met.
   • The Buyer acknowledges and accepts that the Company sells a large number of Goods and/or Services through the Site. It is always possible, despite the Company’s reasonable efforts, that some of the Goods and/or Services on the Site may be incorrectly priced. The parties agree that:
     • where the Goods’ or Services’ correct price is less than the price stated on the Site, the Company will charge the lower amount when dispatching the Goods or charging for the Services; or
     • if the Goods’ or Services correct price is higher than the price stated on the Site, the Company shall contact the Buyer in writing as soon as possible, and the Company will give the Buyer the option of continuing to purchase the Goods or Services at the correct price or cancelling the Order. The Company shall not process the Order until the Company has the Buyer’s instructions. If the Company is unable to contact the Buyer using the Buyer’s contact details provided during the Order process, the Company will treat the Order as cancelled and will notify the Buyer in writing. However, if the Company mistakenly accepts and process an Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Company may cancel supply of the Goods and/or Services and refund the Buyer any sums paid for such Goods and/or Services. For the avoidance of doubt, condition 19shall not apply if the Contract is cancelled under this condition.

5. PRICE
   • In consideration for the supply of the Goods and/or Services the Buyer shall pay for the Goods and/or Services when the Buyer places each Order (unless otherwise specified in these Conditions). The price for the Goods and/or charges for the Services shall be as set out in the Order pages before the Buyer submits the Order, or as is otherwise agreed in writing between the Buyer and an Authorised Employee (“Contract Price”).
   • Prices for any Goods and/or Services may be changed by the Company from time to time on the Site, but such changes will not affect the price for any Goods and/or Services under an Order already placed by the Buyer and accepted by the Company in accordance with condition 4.
   • Excluding where clause 7 applies, if the Buyer wishes to change the scope of the Services after the Order has been accepted in accordance with these Conditions and the Company agrees to such change, the Company shall inform the Buyer of any changes to the cost of the Services and when payment for any additional amounts is due (“Amended Terms”). The Buyer shall promptly confirm in writing whether or not it accepts the Amended Terms.  The Company shall not be liable for any delay caused by the Buyer’s request to change the scope of the Services and/or the Buyer’s failure to comply with this clause 5.3.
   • The price of Goods and/or Services excludes:
     • VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of the Order and the date of delivery or supply, the Company will adjust the VAT payable by the Buyer, unless the Buyer has already paid for the Goods and/or Services in full before the change in VAT takes effect;
     • for Goods:
       • delivery charges (which includes packaging and insurance costs). In the case of Goods, the delivery charges are as set out during the check-out process, before the Buyer confirms its Order; or
       • if clause 4 applies, costs for delivery, packaging and insurance (unless otherwise confirmed in writing by the Company).
     • For the avoidance of doubt, if any insurance is provided under clause 4.2 relating to the Goods, it shall exclude losses in relation to or connected with terrorism.
     • Where a price is quoted in a currency other than pounds (£) sterling, the price shall be calculated in pounds (£) sterling by reference to the mid-market rate offered by the Company’s bankers at the date of the Order.

6. DELIVERY AND COLLECTION OF GOODS
   • Excluding where clause 2 applies, the Buyer shall collect the Goods from the Company’s Premises (or such other location that the parties may agree in writing) (“Delivery Location”) within 3 Business Days of the Company informing the Buyer that the Goods are ready.
   • Any dates quoted for delivery are approximate only and the time for delivery is not of the essence.
   • Delivery of the Goods shall be completed:
     • if the Goods are being collected, when the Goods are made available for loading at the Delivery Location; or
     • if the Goods are being delivered, when the loading of the Goods by the Company or the third party carrier commences,

and the Goods will be at the Buyer’s risk from that time (“Completion of Delivery”).

• If the Buyer fails to take or accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract in respect of the Goods, the Company may, at its absolute discretion, store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance) or until condition 5 applies.
• If 10 Business Days after the day on which the Company informed the Buyer that the Goods were ready for delivery or collection the Buyer has not taken or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods, and after deducting reasonable storage, insurance and selling costs, the Company shall:
  • if the Buyer has paid for the Goods in full, account to the Buyer the sale proceeds from such Goods; or
  • if the Buyer has not paid for the Goods in full, account to the Buyer for any excess over the price due for the Goods or charge the Buyer for any shortfall below the price due for the Goods.

7. CARRIAGE

Within mainland UK

• If the Buyer is collecting the Goods, the Buyer shall be responsible for arranging (and paying for) the loading and collection of the Goods from the Delivery Location, and their transportation to the location nominated by the Buyer.
• Where the Company agrees to deliver the Goods:
  • the Company shall organise for the Goods to be delivered to the location set out in the Order or such other location that the parties may agree in writing (“Delivery Location”) at any time after the Company informs the Buyer that the Goods are ready; and
  • subject to clause 4.2, the Buyer acknowledges and accepts that delivery shall be at the risk and expense of the Buyer.
• The Company:
  • reserves the right to organise for delivery of the Goods to occur in more than one consignment and without prior notice; and/or
  • shall not be obliged to comply with any of the Buyer’s packing instructions or requests. The specification for packing shall be at the Company’s entire discretion in such materials and in such quantities as the Company shall deem fit.

Outside of mainland UK

• All Goods to be transported outside England, Wales and Scotland shall be Ex-works (EXW) Company’s Premises (or such other location that the parties may agree in writing) in accordance with the Incoterms of the International Chamber of Commerce (ICC) as in force at thedate of the Contract.
• If condition 4 applies and there is a conflict between these Conditions and the Ex-works Incoterm in force as at the date of this Contract, the Ex-works Incoterm shall prevail.

8. NON-DELIVERY
   • The quantity of any consignment of Goods as recorded by the Company on dispatch from the Company’s place of business or in the case of collection, from the Delivery Location, shall be conclusive evidence of the quantity received by the Buyer on delivery or collection, unless the Buyer can provide evidence proving the contrary to the satisfaction of the Company (acting reasonably).
   • The Company will not be liable to the extent that any failure to deliver or any failure to make the Goods available for collection was caused by:
     • a Force Majeure Event;
     • a Buyer Default;
     • because the Buyer failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods;
     • as a result of the Buyer requesting any changes to the Goods or any other changes to the Contract that are relevant to the supply of the Goods; and/or
     • any delivery made to the Delivery Location when such location was unattended or attended by a person or persons other than the Buyer.
   • The Company shall not be liable for any non-delivery of Goods (howsoever caused), unless the Buyer gives written notice:
     • if the Goods were being delivered:
       • within 3 Business Days of the date when the Goods would in the ordinary course of events have been received at the Delivery Location; or
       • within 3 Business Days of Completion of Delivery.
     • if the Goods were being collected, within 3 Business Days of Completion of Delivery.
   • The Buyer shall inspect the Goods on delivery or collection and shall inform the Company in writing within 3 Business Days of Completion of Delivery, if the Goods are damaged or if there are any defects with the Goods that would be apparent on a visual inspection(“Defective Delivery Report”). The Defective Delivery Report must include a description of the relevant damage or defect, and the number and type of Goods affected.
   • Any liability of the Company for non-delivery of the Goods shall, at the discretion of the Company, be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
9. ACCEPTANCE
   • If the Buyer fails to give notice in accordance with condition 3 or a Defective Delivery Report in accordance with clause 8.4:
     • the Goods shall be deemed for all purposes to be in accordance with the Contract; and
     • the Buyer shall be bound to pay for the same in full.

10. RISK/TITLE
    • The Goods are at the risk of the Buyer from the time stated in condition 3 or in accordance with condition 7.4 (if applicable).
    • Title to the Goods shall not pass to Buyer until the earlier of:
      • the Company receiving in full (in cash or cleared funds) all sums due to it whether under: (a) the Contract; or (b) any other contract; or
      • the Buyer reselling the Goods, in which case, title to the Goods shall pass to the Buyer at the time specified in clause 6.
    • The Company shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed from the Company or if condition 6 applies.
    • Until title to the Goods has passed to the Buyer the Buyer shall:
      • hold the Goods on a fiduciary basis as the Company’s bailee;
      • store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property at all times; and
      • maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks; and
      • give the Company all information relating to the Goods as the Company may request from time to time, including but not limited to the financial status of the Buyer.
    • The Buyer shall not be entitled to pledge or in any way charge by way of security (or otherwise) Goods which remain the property of the Company.
    • Subject to conditions 7 and 10.8, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Buyer resells the Goods before that time:
      • it does so as principal and not as the Company’s agent; and
      • title to the Goods shall pass from the Company to the Buyer immediately before the time at which resale by the Buyer occurs; and
      • it holds any proceeds from the sale of such Goods (tangible and intangible) of any resale, reuse or of any insurance claim upon trust for the Company and shall account to the Company for the same on demand and shall keep all such proceeds separate from its own monies or property, and in the case of tangible proceeds stored, protected and insured.
    • At any time before title to the Goods passes to the Buyer the Company may by notice in writing:
      • terminate the Buyer’s right under condition 6 to resell the Goods or otherwise use them in the ordinary course of its business; and
      • require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or any third party where the Goods are stored in order to recover them.
    • The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where condition 7 applies, to recover them.
    • Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
    • If the Company recovers any Goods under clause 7.2 that have not been paid for in full, the Company shall issue a credit note to the Buyer for the lesser of (a) the resale value of the Goods (up to the amount paid by the Buyer for such Goods) or (b) the amount outstanding from the Buyer for the relevant Goods.
    • On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 10 shall remain in effect.
11. WARRANTY
    • Subject to the succeeding provisions of this condition 11, the Company warrants that the Goods will:
      • correspond with their specification upon delivery; and
      • will be free from manufacturing defects in material and workmanship for such period and subject to such conditions as are specified by the manufacturer of the Goods, whether in documents accompanying the Goods or otherwise confirmed by the Company in writing.
    • The warranty in condition 1 is given by the Company subject to the following conditions:-
      • any terms and conditions provided by the manufacturer of such Goods;
      • the Company shall have no liability in respect of any defects in Goods arising from any specifications, information, quantities drawings or designs provided to the Company by the Buyer which are inaccurate or misleading; and
      • the Company shall have no liability:
        • if the defect occurred prior to or was apparent on Completion of Delivery and the Buyer failed to comply with clause 4;
        • for the Goods fitness or suitability for purpose;
        • in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, excessive use, misuse, alteration or repair without the Company’s or the manufacturer’s written approval;
        • in respect of replacing batteries or other consumable parts;
        • in respect of a defect that arises due to the Goods being tampered with by unauthorized persons;
        • if the defect arises:
          • because the Buyer failed to follow the Company’s or the manufacturer’s oral or written instructions as to the storage, application, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
          • due to any battery leakage; and/or
          • due to water corrosion.
        • if the total price for the Goods has not been paid by the due date for payment or if any money shall be due from the Buyer to the Company under any other contract and while any sums remain outstanding.
      • The Company shall not be liable for any breach of the warranties in condition 2 unless:
        • the defect is a result of damage prior to or apparent on Completion of Delivery, and the Buyer complied with clause 4; or
        • excluding where condition 3.1 applies, the Buyer gives written notice of the defect within 3 Business Days of the time when the Buyer discovers or ought to have discovered the defect; and
        • the Company is given a reasonable opportunity, after receiving the notice, of examining such Goods and/or any evidence requested by the Company, and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s principal place of business for the examination to take place there.
      • Notwithstanding any other provision of the Contract, the Company shall not be liable for a breach of the warranties in condition 1 if the Buyer makes any further use of such Goods after providing a Defective Delivery Report or such notice as is referred to in condition 11.3.
      • Subject to conditions 1.2,11.2, 11.3 and 11.4, provided the Buyer can evidence purchase of the relevant Goods from the Company (to the satisfaction of the Company acting reasonably), if any of the Goods do not conform with any of the warranties in condition 11.1, the Company shall at its option: (a) repair or replace such number of the Goods under the Contract that do not confirm with the warranties, or (b) refund the price of such Goods at the pro rata Contract rate for each unit of the Goods that do not comply with the warranties.
      • These Conditions shall apply to any repaired or replacement Goods.
      • If the Company complies with condition 5, it shall have no further liability for a breach of any of the warranties in condition 11.1 in respect of such Goods.

12. SERVICES
    • The Company reserves the right to amend the specification of the Services if required by an applicable or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services.
    • Subject to condition 1, the Company will supply the Services to the Buyer in accordance with the description of the Services appearing on the Company’s website at the date of the Order in all material respects.
    • The Company shall assess the Parts without testing them, and provide an estimate for the Services or shall decline to provide the Services in relation to any Parts (“Refusal”). In consideration of the Company undertaking this initial assessment, the Buyer shall pay the “Initial Assessment Fee” for each piece of Equipment that is assessed.
    • The Buyer acknowledges and accepts that the Company shall determine the nature and method of the Services at its sole discretion, including method of repair, type of components used and whether relevant parts of the Equipment (“Parts”) shall be repaired or replaced.
    • If, after the initial assessment under condition 3, the Company commences the Services and finds no fault with the Parts, the Buyer shall pay the Test Fee for each piece of Equipment that is tested.
    • The Order Confirmation shall state where the Services will be carried out. If the Services are going to be carried out at the Company’s premises, condition 13.1 shall apply.
    • The Buyer acknowledges and accepts that as well as paying for the Services, the Buyer shall pay for any Replacement Parts required to repair the Equipment. When requested, the Buyer shall promptly confirm in writing whether or not it accepts the costs for the Replacement Parts.  The Company shall not be liable for any delay caused by the Buyer’s failure to comply with this clause, or if the Company is unable to complete provision of the Services because the Buyer does not accept the cost of the Replacement Parts. Where this occurs, this shall be taken as a request by the Buyer to cancel the Order and the provisions of clause 19 shall apply.
    • Subject to condition 2 (for which purpose, references to Goods shall include references to Parts), the Company warrants that:
      • the Services shall be provided with reasonable care and skill; and
      • for a period of 90 days from completion of the Services (“Services Warranty Period”), the Parts that were repaired (“Repaired Parts”) as part of the Services shall:
        • be free from manufacturing defects in material and workmanship, subject to such conditions as are specified by the manufacturer of the Repaired Parts; and/or
      • the Parts that were replaced (“Replacement Parts”) as part of the Services shall:
        • correspond with their specification upon delivery; and
        • will be free from manufacturing defects in material and workmanship for such period and subject to such conditions as are specified by the manufacturer of the Replacement Parts, whether in documents accompanying the Replacement Parts or otherwise confirmed by the Company in writing.
      • if, during the Services Warranty Period and within 3 Business Days of discovery:
        • the Buyer gives notice in writing to the Company that the Parts do not comply with the warranty set out in condition 8.2 or 12.8.3;
        • the Buyer has not made any further use of such Equipment since providing notice in accordance with clause 8.4.1;
        • the Company is given a reasonable opportunity, after receiving the notice, of examining the Equipment and/or any evidence requested by the Company, and the Buyer (if asked to do so by the Company) returns such Equipment to the Company’s principal place of business for the examination to take place there; and
        • provided the Buyer can evidence purchase of the relevant Services from the Company (to the satisfaction of the Company acting reasonably), if any of the Parts do not conform with the warranty in condition 8.2 or 12.8.3, the Company shall at its option: (a) repair or replace such number of the Parts under the Contract that do not conform with the relevant warranty, or (b) refund (i) the price of the Services supplied in relation to such Parts at the pro rata Contract rate for each Part that does not comply with the relevant warranty in condition 12.8.2 or 12.8.3 and (ii) the price of any Replacement Parts that do not comply with condition 12.8.3.
      • The Conditions shall apply to all Repaired Parts or Replacement Parts.
      • If the Company complies with condition 8.4, it shall have no further liability for a breach of the warranty in condition 12.8.2 or 12.8.3.
      • The Company shall use reasonable endeavors to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and time is not of the essence.
      • The Company shall determine when the Services have been completed. The Company shall inform the Buyer when the Services have been completed.
      • The Buyer shall:
        • if the Equipment is being repaired at the Company’s premises, the Buyer shall promptly send the Equipment to the Company at the Buyer’s risk and expense so that the Company can assess the relevant Parts and provide the requested Services (unless there is a Refusal). The Buyer acknowledges and accepts that the Company shall not release the Equipment until all charges due under this condition 12 have been paid in full and cleared funds. Once all charges have been paid in full and cleared funds, the Company shall return the Equipment to the Buyer at the Buyer’s risk and expense, or the Buyer shall collect the Equipment from the Buyer’s premises within 30 days of the Company informing the Buyer that the Equipment is ready for collection;
        • co-operate with the Company in all matters relating to the Services;
        • ensure that all of data contained on the Equipment being serviced is backed up by the Buyer on alternative equipment before the Services start;
        • ensure that any information provided to the Company relating to the Equipment is complete and accurate;
        • if any of the Services are being carried out at the Buyer’s premises, provide the Company, its employees, agents, consultants and sub-contractors, with access to the Buyer’s premises and other facilities as reasonably required by the Company to provide the Services;
        • provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
        • keep all materials, equipment, documents and other property of the Company (“Company Materials”) at the Buyer’s premises in safe custody at its own risk, maintain the Company Materials in a good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions.
      • If the Buyer does not collect the Equipment in accordance with condition 13.1 or the Buyer does not accept delivery of the Equipment then the Company may, at its absolute discretion, store the Equipment until delivery or collection takes place, and charge the Buyer for all related costs and expenses (including insurance) or until condition 12.15 applies.
      • If 60 days after the day on which the Company informed the Buyer that the Services were completed under condition 12, the Buyer has not taken or accepted delivery of the Equipment, the Company may resell or otherwise dispose of part or all of the Equipment, and after deducting any charges due under these Conditions (including but not limited to charges for the Services, and charges for reasonable storage, insurance and selling costs), the Company shall account to the Buyer the sale proceeds from such Equipment or charge the Buyer for any shortfall below the price due for the Services and any Replacement Parts.

13. PAYMENT
    • The Buyer shall pay for Goods and/or Services using a debit card or credit card (“Payment Card”). The Company accepts the following cards on the Site: Visa, Visa Debit, Mastercard and Mastercard Debit.
    • Payment for the (a) Goods and all applicable delivery charges; and/or (b) for the Services is in advance. In the case of Goods, the Company will not charge the Payment Card until the Goods are selected for dispatch if the Goods are held in stock, or at the time of dispatch, for Goods not held in stock.
    • No payment shall be deemed to have been received until the Company is in receipt of cleared funds.
    • If the Buyer fails to pay the Company any sums due pursuant to the Contract, or any other contract between the Company and the Buyer, then without prejudice to any other right or remedy of the Company, the Company may, in its discretion:
      • suspend (until payment of all outstanding amounts has been received by the Company) any further supply to the Buyer whether under the Contract or otherwise; and/or
      • without prior notice, cancel the Contract in writing, and may thereafter resell any Goods that have been paid for by the Buyer at such price as the Company shall deem reasonable and use any proceeds from the sale to set off any liability of the Buyer to the Company (whether such liability or liabilities are present or future, liquidated or unliquidated, and whether or not such liability or liabilities arose under this Contract); and
      • the Buyer shall indemnify and keep indemnified the Company against the difference between the Contract Price and the resale price achieved for the Goods, together with all costs (including without limitation any professional costs) expenses and storage charges incurred, pending or upon such resale.
    • If the Buyer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s rights and remedies, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 5will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
14. LIMITATION OF LIABILITY
    • The restrictions on liability in this condition 14 apply to every liability arising under or in connection with the Contract, including but not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • All warranties, conditions and other terms implied by statute or common law are, to the fullest extent of the law, excluded from the Contract.
    • Subject to condition 4:
      • the Company’s total liability shall not exceed the amount paid by the Buyer under the Contract for the Goods and/or Services; and
      • the Company shall not be liable to the Buyer under the Contract or otherwise, for:
        • loss of profit,
        • loss of sale or business,
        • loss of agreements or contracts;
        • loss of anticipated savings;
        • loss of use or corruption of software, data or information;
        • loss of or depletion of goodwill,

in each case whether direct, indirect or consequential or any claims for indirect or consequential losses or damages whatsoever (howsoever caused).

• Nothing in these Conditions shall limit or exclude the Company’s liability for:
  • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  • fraud or fraudulent misrepresentation;
  • breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  • defective products under the Consumer Protection Act 1987; or
  • any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

15. ASSIGNMENT
    • The Company may assign the Contract or any part of it to any person, firm or company or otherwise deal with the whole or any part of the liabilities of the Buyer to the Company as the Company shall deem fit.
    • The Buyer shall not be entitled to assign or transfer its rights or obligations under the Contract or any part of it without the prior written consent of the Company.
16. FORCE MAJEURE
    • The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of the Company’s obligations under the Contract that is caused by any Force Majeure Event.
    • If a Force Majeure Event takes place that affects the performance of the Company’s obligations under the Contract:
      • the Company will contact the Buyer as soon as reasonably possible to inform the Buyer; and
      • the Company’s obligations under the Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure Event. The corresponding obligations of the Buyer shall be suspended, and the time for performance of its obligations extended, to the same extent as the Company under this condition 2.2; and
      • where the Force Majeure Event affects delivery of Goods or making the Goods available for collection or supply of the Services, the Company will confirm a new delivery or collection date, or date when the Services will be supplied, after the Force Majeure Event is over.
    • Either party may cancel the Contract if a Force Majeure Event has continued for more than 30 days by giving 7 days written notice to the other party.For the avoidance of doubt, clause 19 would not apply to cancellation of the Contract under this condition 3.
17. PANDEMIC
    • The parties agree that the Company shall not be in breach of performing its obligations under this Contract if the Company is prevented, hindered, suspended or delayed from performing its obligations due to the Covid-19 pandemic, or any subsequent wave of that pandemic, or any related pandemic (“Pandemic”).
    • If condition 1 applies the Company’s obligations shall be suspended, and the time for performance of its obligations shall be extended until confirmed in writing by the Company. The corresponding obligations of the Buyer shall be suspended, and the time for performance of its obligations extended, to the same extent as the Company under this condition 17.
18. TERMINATION
    • Without affecting any other right or remedy available to it, the Company may suspend the supply of the Goods and/or Services, or terminate the Contract with immediate effect by giving written notice to the Buyer if:
      • the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of the Buyer being notified in writing to do so;
      • the Buyer fails to pay any amount due under the Contract on the due date for payment;
      • the Buyer cancels the whole Order under condition 19;
      • the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Buyer’s financial position deteriorates to such an extent that in our reasonable opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • On termination of the Contract for any reason, the Buyer shall:
      • immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt; and
      • the Buyer shall return all of the Company Materials. If the Buyer fails to do so, then the Company may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
    • Termination of the Contract shall not affect the parties rights and remedies that have accrued as at termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
19. CANCELLATION
    • After submitting an Order, if the Buyer wishes to cancel that Order, the Buyer must inform the Company in writing. The Company will confirm to the Buyer if such Order can be cancelled. For the avoidance of doubt, the Buyer may only request cancellation of an Order in respect of Goods before the commencement of delivery or the Goods being made available for collection, or in respect of Services, only if supply of the Services has not commenced (as determined by the Company in its sole discretion).
    • In the event of the Order being cancelled in whole or in part, the Company shall be entitled to charge the Buyer:
      • a handling charge equal to fifteen percent of the total amount payable under this Contract for the cancelled Goods or Services; and
      • for any sums payable to the Company by the Buyer for any Goods and/or Services undertaken prior to cancellation.
    • The parties agree that the liquidated damages (as referred to in clause 2.1) is reasonable and proportionate to compensate the Company for accepting and processing the Order that has been cancelled (in whole or in part).
20. RETURNS POLICY
    • Notwithstanding the provisions of condition 11 and condition 19 and any other conditions under the Contract, the Company may at its sole discretion agree that the Buyer may return any excess or inappropriate Goods to the Company:
      • for a refund of the price paid for the Goods being returned, where the Buyer has already paid for those Goods; or
      • without obligation to pay for the returned Goods in the event that the Buyer has not already paid for those Goods,

provided that in any such case:

 

• the Buyer bears the cost of returning such Goods to the Company at such location as specified in writing by the Company (the “Return Location”);
• the risk of the Goods shall remain with the Buyer until the Company has received the Goods at the Return Location and the Company has inspected the Goods;
• the Company shall not be obliged to accept any returned Goods that it reasonably considers not to be in the same condition as at Completion of Delivery;
• any Goods that are not accepted by the Company shall remain at the risk of the Buyer and, at the cost of the Buyer, will be dealt with in accordance with the Buyer’s reasonable instructions at the Buyer’s cost;
• if the Buyer has not paid for the Goods in full prior to returning the Goods to the Company, the Buyer shall remain liable under the Contract to pay for any Goods the Company does not accept; and
• the Company shall be entitled to charge the Buyer a restocking fee equal to fifteen percent of the total amount payable under this Contract for the cancelled Goods. The parties agree that these liquidated damages are reasonable and proportionate to compensate the Company for accepting and processing the Order that has been cancelled (in whole or in part).

21. CONFIDENTIALITY
    • The Buyer shall not copy or reproduce any drawings or specifications or other written material supplied by the Company in connection with Goods and/or Services.
    • The Buyer shall hold harmless and fully indemnify the Company for any loss suffered or incurred by the Company in respect of any breach by the Buyer, or any third party who purchases or hires Goods or Equipment from the Buyer, of any copyright or other intellectual property rights licensed to the Buyer or that is provided with Goods or Equipment.
22. EXPORT SALES
    • The Buyer warrants to the Company that the Buyer is entitled to import the Goods to the country or territory of its jurisdiction (or where it instructs the Company to deliver the Goods) without licence or other authority, and without imposing any obligation or liability upon the Company.
    • The Buyer shall be solely responsible for complying with all applicable laws and regulations of the country for which the Goods are destined, including but not limited to:
      • complying with any legislation or regulations governing the importation of Goods to the country or territory of its jurisdiction (or where it instructs the Company to deliver the Goods); and
      • transit of the Goods thereto, and for the payment of any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the export by the Company and import by the Buyer of the Goods.
    • The Company will not be liable or responsible for the Buyer’s non-compliance with condition 2.
    • If export licences from England are required or import licences to the country or territory of the Buyer’s jurisdiction (or where it instructs the Company to deliver the Goods) or the transit thereto are required, the Buyer shall be responsible for obtaining the same with such assistance from the Company as it may reasonably require, subject to paying such reasonable charges as the Company may require for time expended and any other costs and disbursements incurred.
23. ENTIRE AGREEMENT
    • This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    • Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
24. NOTICES
    • Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
    • Any notice shall be deemed to have been received:
      • if delivered by hand, on signature of a delivery receipt;
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
    • This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    • A notice given under this agreement is not valid if sent by email.
25. GENERAL
    • Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
    • If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
    • No variation of this Contract shall have effect unless it is in writing and signed by the Buyer and an Authorized Employee.
    • Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
    • Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
    • The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    • The Contract, 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.
    • 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).

Source Distribution is a trading name of HHB Communications Ltd

 

Registered office:

HHB Communications Ltd

73 – 75 Scrubs Lane

London

NW10 6QU

United Kingdom

 

Ver 1 SA 06/10/20