Conditions of Sale
1.1 In these Conditions, the following definitions apply unless the context requires otherwise: “Conditions” means the terms and conditions set out in this document, as amended from time to time and displayed on the Website in accordance with clause 9.8; “Contract” means the contract between Telasys Ltd and you for the sale and purchase of Goods in accordance with these Conditions; “Directs” means Goods dispatched directly to you by a third party supplier or manufacturer; “Goods” means the goods (and associated services, if any) you are purchasing as set out in your Order; “Order” means your order for Goods, as set out in the purchase order produced to Telasys LTD by you; “Parties” means you and Telasys LTD; “Specification” means any specification for the Goods that is agreed by the Parties; “Stock” means Goods which are held and dispatched by Telasys for and on behalf of Telasys Ltd; “Warranty Period” means the relevant warranty period applying to the Goods; “we” or “Telasys” means Telasys LTD, a limited liability company incorporated in England (Company Number 09975808) whose registered office is at Regus House, Malthouse Avenue, Cardiff, CF23 8RU; “Website” means the Telasys LTD website located at www.telasys.net; “Working Days” means any day Monday to Friday excluding bank and public holidays in England and Wales; “you” means the entity or legal person which purchases the Goods from Telasys LTD.
2 BASIS OF SALES
2.1 You acknowledge that:
(a) All sales contemplated or concluded under these Conditions shall be on a business-to-business basis, and that any Goods purchased hereunder are purchased for business purposes only. In particular, your attention is drawn to the provisions of Clause 5.4. As a business customer, purchases made under the Contract will not benefit from the same statutory protection available to consumers under the Sale of Goods Act 1979 (as amended) and other related consumer legislation;
(b) All Goods supplied under these Conditions shall be used for, and in the course of, a commercial business, and shall not be supplied for resale without prior consent. We reserve the right to reject/cancel Orders (as appropriate) in the event that we reasonably determine that Goods are being ordered for resale to restricted parties or nations.
(c) We may from time to time introduce minimum order volumes in respect of certain Goods and/or Orders, and we reserve the right to reject/cancel Orders (as appropriate) in the event that such minimum order volumes are not met.
2.2 Unless specifically agreed otherwise in writing by Telasys, these Conditions shall apply to the Contract and shall be deemed to be incorporated into all Orders to the exclusion of any other terms or conditions which you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, only the Conditions that appear on the here and the Website shall apply to Orders.
2.3 The Order is an offer by you to purchase the Goods in accordance with these Conditions, which we may accept or decline at our discretion.
2.5 The Order shall only be deemed to be accepted by Telasys when the Goods are dispatched to you, at which point the Contract shall come into existence and become binding upon you.
2.6 The Contract constitutes the entire agreement between you and Telasys. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Telasys which is not set out in the Contract.
2.7 You are responsible for ensuring that the details provided in the estimate/sales order we provided and/or your purchase order are complete and accurate in all respects.
3.1 Subject to Clause 2.3, the Goods are described in: (i) as per the manufactures specification; or (ii) as agreed prior to the order.
3.2 We reserve the right to make changes to the specification of Goods which we consider necessary to achieve the required quality or performance, or to ensure conformity with any applicable statutory or EC requirements.
3.3 The measurements of the Goods including, without limitation, parameters such as size, capacity and weight are approximate only, and are as advised by Telasys suppliers and manufacturers. Such measurements are correct to Telasys’s knowledge, but may be subject to errors and omissions. If this happens, we will use reasonable efforts to supply you with a suitable alternative. On occasion, we may have to discontinue the supply of particular Goods without notice for reasons beyond our control.
3.4 Please note that the colour of any Goods illustrated in our sales materials are representative only due to the limitations of print and electronic colour reproduction. We disclaim, to the fullest extent permitted by law, any liability to you for any typographical, clerical, or other error, omission or mistake in sales materials, quotations, price lists, invoices or any other documents we provide. Where any such error, omission or mistake has occurred, we reserve the right to withdraw the relevant Goods from sale immediately and/or cancel any unfulfilled Orders for the relevant Goods without liability to you. Please note that some Goods may be supplied with alternative labelling or packaging to that illustrated, but the Goods will be of a similar quality and price.
3.5 If you identify an error, mistake or omission, please let your Telasys Contact know immediately. We will offer you the options of reconfirming the Order with appropriate changes, or alternatively allowing you to cancel the Order. If you decide to cancel your Order, we will refund or credit you with any sum that has been paid.
3.6 Any requests for cancelling an order where it is no longer required should be made to your Telasys account manager, on +44 02920 002722 or by mail directly to you account manager, before the actual despatch of Goods, restock fee may apply where goods are not held in stock and is at our discretion. Alternatively, please refer to our returns advice online at https://www.telasys.com/request-to-return for further details.
3.7 Where indicated, the Goods must be used as stipulated. In addition, it is your responsibility to check before purchasing that the Goods are suitable and safe for the purposes for which they will be used and must conform with dual issue laws.
3.8 All Goods are subject to availability. If Goods are out of stock, we will offer a substitute equal or superior quality products to fulfil your Order at your discretion and this will be highlighted in the delivery documentation with the Goods. If the substitute is unacceptable to you, we will accept the return of the substitute and refund to you any payment made for the same provided that the substitute Goods are returned unused, in their original packaging, in accordance with the collection arrangements notified to you in the delivery note or otherwise.
4 DELIVERY AND RETURNS
4.1 We endeavour to dispatch Stock so that such Goods will be delivered to you the next day or within three to five Working Days from the date of receipt of the Order. For Directs, which are delivered by third party suppliers, (e.g. computer and technologydistributor), the suppliers may contact you directly to advise you of the estimated delivery date, which could be longer than the estimated period we supplied. Directs may be subject to delivery charges, so please enquire if these charges may apply in advance of placing all such Orders. All dates for delivery (Stock and Directs) are approximate only, and time shall not be of the essence in respect of delivery. Without prejudice to the foregoing, we shall not be liable for any delay in delivery of the Goods that is caused by events beyond our reasonable control, or your failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Goods may also be delivered in advance of estimated delivery dates.
4.2 All deliveries will be despatched to the delivery address notified by you at the point of order on the Purchase Order.
4.3 We reserve the right to charge costs of carriage and a restocking fee of up to forty per cent (40%) of the value of the Goods, or a minimum fee of £10, whichever is the greater, on any deliveries which are refused without a valid reason.
4.4 To notify Telasys of discrepancies with an Order, or to request the return of any items (Stock or Directs) for replacement, exchange or refund, please contact your Telasys account manager with full details of the Order, and the reason for the return, within three (3) Working Days of delivery for Goods which are damaged or faulty (and/or Goods that have not been received, in whole or in part).
4.5 We will not accept the return of Goods without prior authorisation or where the returned Goods are unfit for re-sale, unless the Goods have been reported damaged or faulty in accordance with Clause 4.4. These Goods must be paid for in full by you.
4.6 In respect of Stock, our carriers are only authorised to collect Goods to be returned where they are returned in accordance with the instructions issued by the Telasys.
4.7 Where the Goods to be returned are Directs, the third party supplier will in most cases make arrangements directly with you to collect the Goods. Alternatively, if collection of the Goods will not be arranged by the third party supplier, please contact your Telasys account manager who will advise you of the alternative arrangements that will apply.
4.8 The majority of hardware is supplied to your Specification or as directed by the manufacture due to this the re-stocking charge for returns varies depending on the item, (up to forty per cent (40%) of the Goods total cost). Further, whilst we endeavour to accommodate the return of such Goods, in certain circumstances this may not be possible. If you would like to return a item, please contact your Telasys account manager on +44 2920 002722 who will be happy to assist you.
5 QUALITY AND WARRANTY
5.1 All New Goods are sold with the benefit of the relevant manufacturer or supplier’s warranty; refurbished hardware supplied directly by Telasys will be supplied with 2 years warranty. Please contact your Telasys account manager or refer to the Website to find out specific warranty details. We offer a flexible returns policy in respect of the Goods, referred to as our “No Quibble Guarantee”. The limited conditions applying to this policy are described in the remainder of this Clause 5.
5.2 Subject to Clause 5.3 below, if you give notice in writing to Telasys during the Warranty Period that some or all of the Goods do not comply with the relevant warranty referred to in Clause 5.1 we shall, at our option, repair or replace the defective Goods, provided always that we are given a reasonable opportunity of examining such Goods, and that you, if asked to do so by Telasys, return such Goods.
5.3 We shall not be liable for Goods’ failure to comply with the warranty referred to in Clause 5.1 if:
(a) you make any further use of such Goods after giving notice in accordance with Clause 5.2;
(b) the defect arises because you failed to follow Telasys’s or the manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or, if there are no instructions, good practice regarding the same;
(c) the Goods were altered or repaired without the written consent of Telasys;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use, storage or working conditions; and/or
(e) the Goods differ from their description, and/or their Specification, (if applicable), as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this Clause 5, we shall have no liability to you in respect of the Goods’ failure to comply with the warranties set out in Clause 5.1. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 (as amended) are, to the fullest extent permitted by law, excluded from the Contract.
5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Telasys.
6 TITLE AND RISK
The risk in the Goods shall pass to you on upon dispatch. Title to the Goods shall not pass to you until we have received payment in full (cleared funds) for the Goods, and any other goods supplied by Telasys to you in respect of which payment has become due.
7 PRICE AND PAYMENT
7.1 Subject to Clause 7.4, the price of the Goods shall be the price set out in: (i) the quotation; or (ii) the formal sales quotation or estimate. Subject to Clause 2.3, and unless otherwise stated, prices are valid for 7 days unless otherwise stated I the quotation/estimate by means of the expiration date.
7.2 Payment for the Goods is will be in advance, or on pre agreed terms at the time you submit your Order.
7.4 We may, by giving notice prior to delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond Telasys’s control (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, and increases in manufacturing costs).
7.5 The price of the Goods is quoted in pounds sterling, euros and US dollars and will includes VAT (where applicable and directed) at the applicable current rate chargeable in the UK for the time being. Telasys VAT Registration No is GB262333033.
8.1 Nothing in these Conditions shall limit or exclude either Party’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; or in respect of any matter where it would be unlawful to exclude or restrict liability.
8.2 Subject to Clause 8.1, we shall under no circumstances whatever be liable to you, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill, loss of revenue, or loss of anticipated savings (whether direct or indirect in each case) or for any indirect or consequential loss arising under or in connection with the Contract.
8.3 Subject to Clause 8.1, Telasys’s total aggregate liability arising under or in connection with the Contract, whether in contract, tort (including without limitation negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equivalent to the price of the Goods purchased under the Contract.
9.1 Events Beyond our Reasonable Control. We shall have no liability to you for any failure to deliver Goods you have ordered or any delay in doing so or for any damage or defect to Goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, Acts of God, strikes, lock-outs and other industrial disputes, failure of suppliers or contractors, breakdown of systems or network access, flood, fire, explosion or accident.
9.3 Assignment and other Dealings. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without the prior written consent of Telasys.
9.4 Copyright and Trademarks. Reproduction in whole or in part of these Conditions or sales materials and documentation (including the Catalogue and the Website) is strictly prohibited without the express written permission of Telasys (as appropriate). All third party trademarks are published under licence or contract agreement.
9.5 Invalidity. If any part of these Conditions is unenforceable (including without limitation, any provision in which we exclude our liability to you) the enforceability of any other part of these Conditions shall not be affected.
9.6 Waiver. A waiver of any right or remedy under the Contract or at law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
9.7 Third Party Rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
9.8 Variation. We may vary these Conditions from time to time, so you should refer to the Website term & conditions before ordering to see if any changes have been made to them. You can see if there has been a change by referring to the date of issue at the footer of the Conditions.
9.9 Governing Law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales, and the Parties hereby submit to the exclusive jurisdiction of the English Courts.