Power Ethernet Terms and Conditions

THE TERMS AND CONDITIONS OF SALE

"the Company" as used in these Terms and Conditions of Sale shall mean Power Ethernet Limited, registered in England with company number 079197286.

"the Customer" shall mean the individual firm or company who purchases the Goods from the Company.

"the Goods" shall mean all goods (or any part of them) set out in the Order.

"the Order" shall mean the Customer's order for the Goods.

"the Purchase Price" shall mean the price for the Goods, as set out in the Order.

1. Orders for the Goods

The Customer must order the Goods through the Order form and is responsible for ensuring the accuracy of the terms of any Order (including any necessary additional information).

Each Order shall be subject to the written acceptance of the Company and these Terms and Conditions. Each accepted Order shall constitute a separate agreement, and any default by the Company in relation to one Order shall not entitle the Customer to terminate any other Order.

No accepted Order, may be cancelled by the Customer except with the written agreement of the Company. The Customer shall indemnify the Company in full against all (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of any cancellation of an Order by the Customer.

2. Price and Payment

The Customer shall pay the Company the Purchase Price for any Goods Ordered.

All sums due under an Order shall be payable in cleared funds within 30 days of receipt the Company's relevant invoice.  Time of payment shall be of the essence and without any set-off or counter-claim.

If the Customer fails to pay within the time stipulated above, the Company shall be entitled to charge the Customer interest at 1% above the base rate at the relevant time of HSBC Bank plc.  Such interest shall accrue daily and be compounded monthly.  In addition the Company may suspend the Customer access to the Company's website.

If the Customer defaults in making any payments; or makes any voluntary arrangement 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 an encumbrancer takes possession, or a Receiver is appointed, of any of the property of assets of the Customer; or the Customer becomes unable to pays its debts as they fall due then the Company many cancel any undelivered or uncompleted portion of an Order and stop any Goods in transit but the Company shall nevertheless be entitled to claim against the Customer in respect of any loss or damage sustained as a result of non-compliance with the contract.

Without prejudice to the foregoing deliveries shall at all times be subject to the approval by the Company of the Customer's credit.  The Company reserves the right even after partial performance or partial payment in connection with the contract to require from the Customer satisfactory security for the due performance of the Customer obligations.  Refusal to furnish such security will entitle the Company to defer any further deliveries until such security is furnished or to cancel the contract or as much of it as remained unperformed without prejudice to any right which the Company have against the Customer in respect of breach of contract or otherwise.

The Customer shall not be entitled to withhold or set-off payment for Goods delivered for any reason whatsoever.

3. Ownership in the Goods

Unless otherwise notified in writing to the Customer, until the Purchase Price has been paid in full cleared funds together with any interest and all other sum due for the Goods, the Goods shall remain the property of the Company.

Until such time as the ownership in the Goods has passed to the Customer the Company shall have absolute authority to retake, sell or otherwise deal with all or any part of the Goods.

4. Delivery

Unless specified otherwise, delivery dates will always be within 14 days of the Company receiving an Order.  Time of delivery shall not be of the essence.  The Company shall have no liability for any delivery delay.

The Company shall attempt to deliver the Goods to the address the Customer specified for delivery in the Order, or if none, to the credit card address supplied by the Customer.  By accepting delivery of the Goods the Customer accepts these Terms and Conditions without amendment or modification.

5. Refunds

The Company will exchange or refund any Goods with which the Customer is not completely satisfied.  The Customer must return the Goods to the Company unused, within 14 working days, with the dispatch note.  The Customer will be responsible for the direct costs of returning the Goods.

6. Risk of Loss

Except as otherwise provided in the Terms and Conditions risk of loss shall pass to the Customer on actual delivery of the Goods.

7.Loss/Damage in Transit

Where the Company is responsible for transporting Goods then:

a) Claims for loss or damage in transit will not be entertained if an unqualified receipt has been given by the Customer.

b) The Company will not be liable for damage to goods in transit unless the Customer has given notice thereof to the Carrier at the time of receipt and sends written notice of any loss of damage to the Company within 3 working days after delivery is made.

c) The Company will not be liable for failure to deliver unless the Customer sends written notice of non-delivery to the Company within 3 working days after receipt of invoice.

8. Warranties

Without prejudice to term 6 above the Company warrants only that the Goods shall at the time of delivery be free from defects in materials and workmanship provided that the instructions governing use of the Goods have been followed.

The sole and exclusive remedy for the above warranty is, at the Company's option, repair or replacement of any component found to be defective at the time of delivery.

Subject to the extent permitted by law, the Company makes no representations, terms, conditions or warranties express or implied, including without limitation those of satisfactory quality or fitness for purpose for a particular use, except those express warranties stated above.

9. Limitation of Liability

a) Subject to term 9d), in no event shall the Company be liable for any loss of profits, revenue, business, anticipated savings or any indirect or consequential damages of any kind howsoever arising out of or relating to these Terms and Conditions.

b) Subject term 9a) and d), the Company's aggregate liability in connection with any Order, whether in contract, tort or otherwise shall not exceed the Purchase Price for the Goods under that Order.

c) The Company shall not be responsible for any damage or deficiencies resulting from accident, alteration, modification, misuse, tampering, improper maintenance or abuse of the Goods after the delivery date.

d) Terms 9a) and b) shall not apply to personal injury or death caused by negligence or for fraud or any other liability that cannot be limited or excluded by law.

10. Resale and use

The Customer may not, without the prior written consent of the Company re-sell or allow a third party, with the exception of the Customer's employees, agents and contractors, to use the Goods.

The Customer shall only use the Goods in accordance with the documentation and any other instructions provided by the Company from time to time.

11. Intellectual Property

Title and all intellectual property rights ("IPRs") contained in the Goods and any associated documentation together with any modifications, enhancements and/or replacements made by the Company shall remain the Company's property and the Customer shall not obtain any such IPRs.

In the event that any new inventions, designs or processes evolve as a result of any Customer modifications, enhancements the Customer acknowledges that the same shall be the property of the Company unless otherwise agreed in writing by the Company and the Customer shall do everything required to ensure such inventions, designs or processes are vested in the Company.

The Customer shall notify the Company immediately if it becomes aware of any unauthorised use of any of the Goods and/or associated documentation and will assist the Company in taking all steps to defend such rights.

12. Force Majeure

The Company shall not be liable for any breach of these Terms and Conditions caused as a result of anything that the Company cannot reasonably control, including but not limited to acts of God, civil disorder, war or military operations, national or local emergency, acts or omissions of the government or authority, industrial dispute of any kind, or acts or omissions of any person or bodies for whom the Company is not responsible whether caused within or outside the United Kingdom.

13. Waiver

No waiver of any terms and conditions shall be deemed a waiver of any other breach of the same or other terms and conditions, and no delay or failure by either party to enforce or exercise any right under these Terms and Conditions shall constitute a waiver of such right or any other right hereunder.

14. Company's Rights or Remedies

Any rights or remedies granted to the Company in these Terms and Conditions of Sale shall not be exclusive of, but shall be additional to, any other rights or remedies which the Company may have at law or in equity.

15. Governing Law and Jurisdiction

These Terms and Conditions and any disputes or claims arising out of or in connection with them are governed by and construed in accordance with English law.  Each of the parties irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

16. Severance

If any term of these Terms and Conditions is deemed to be invalid or unenforceable by a court of competent jurisdiction, all remaining terms shall remain in full force and effect as if such invalid and unenforceable terms were not a part of these Terms and Conditions.

17. Notices

Any notice to be given under these Terms and Conditions shall be in writing and addressed, in the case of notices to the Company at its registered office and in the case of notices to the Customer, to its principal trading address or to its registered office, if a company, and may be given by personal delivery or by post.  In the case of personal delivery, notice shall be deemed to have been serviced upon delivery and in the case of delivery by post notice shall be deemed to have been served 48 hours after posting or in the case of deliveries from or to any country outside the United Kingdom, 7 days after posting.

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