Networks Centre Terms and Conditions of Sale

1. Definitions
1.1 'Buyer / You ' means the Account Applicant or person who buys or agrees to buy Goods
from the Seller.
1.2 'Conditions' means the Terms and Conditions of Sale set out in this document and any
special conditions agreed in writing by the Seller.
1.3 'Contract' means the contract for the sale and purchase of the Goods;
1.4 “Goods” means the articles the Buyer agrees to buy from Networks Centre.
1.5 'Seller / Us / We' means Networks Centre Limited of Networks House, Unit 4, Lawson
Hunt Industrial Park, Broadbridge Heath, West Sussex.

2. Conditions
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any
written order of the Buyer which is accepted by the Seller subject to these Conditions
which shall govern the Contract to the exclusion of any other terms and conditions
subject to which any such order is made or purported to be made by the Buyer.
2.2 These Conditions do not affect your statutory rights as a consumer. If you are a
consumer, please contact us.
2.3 No amendment to these Conditions shall be effective unless it is in writing and signed by
or on behalf of the Seller and the Buyer.
2.4 Acceptance of the Goods shall be deemed conclusive evidence of the Buyer’s
acceptance of these Conditions.

3. Prices
3.1 The price of the Goods shall be the price as set out in the Seller’s current price list and as
quoted to the Buyer plus any additional costs if applicable.
3.2 If the Seller changes its prices for Goods between receipt of order from the Buyer and
dispatch to the Buyer, the Seller will notify the Buyer who will then be entitled to cancel
the order and receive a full refund. If the Seller does not receive notice of cancellation
within 5 days of receipt of notice from the Seller, the Buyer will be deemed to have
accepted the change in price.
3.3 All Prices are exclusive of VAT and charges for packing, postage and carriage (plus VAT)
which shall be paid in addition.
3.4 The total purchase price, including VAT and Delivery charges will be displayed in the
Buyer’s total prior to confirming the order.
3.5 The Seller shall be entitled to invoice each delivery of Goods separately.
3.6 Unless otherwise agreed in writing by the Seller, payment is due in full not more than 30
days from the date of invoice. Time for payment shall be of the essence and any failure to
pay shall entitle the Seller at its option to treat the Contract as repudiated by the Buyer or
to delay delivery until paid.
3.7If any act or proceedings shall be commenced in which the Buyer’s solvency is
concerned, all monies under any transaction covered by these Conditions shall become
immediately due and payable.
3.8 If full payment is not made to the Seller, the Seller may withhold or suspend future or
current deliveries of the product under any other agreement with the Buyer.

4. Interest on Overdue Invoices
4.1 Interest on overdue invoices shall accrue from the date when payment becomes due
from day to day until the date of payment before as well as after any judgment at 4.5%
above the base rate of HSBC Bank Plc compounded monthly.

5. Delivery
5.1 Whilst every reasonable effort shall be made to keep any delivery date, time of delivery
shall not be of the essence and the Seller shall not be liable for any losses, costs,
damages or expenses incurred by the Buyer or any other person or company arising
directly or indirectly out of any failure to meet any estimated delivery date. Failure shall
not be deemed to be breach of the Contract, or the Conditions.
5.2 Delivery of the Goods shall be made to the Buyer’s address and the Buyer shall make all
arrangements necessary to take delivery of the Goods whenever they are tendered for
delivery.
5.3 The Seller reserves the right to deliver Goods in instalments.
5.4 Where Goods are delivered in instalments, each delivery will be a separate and distinct
contract and any failure by the Seller to deliver, or any claim by the Buyer in respect of,
any stage shall not entitle the Buyer to reject or terminate the Contract as a whole.
5.5 Where Goods are delivered by a third party carrier, the Seller shall have no liability to the
Buyer for any failure to deliver the Goods on or before any agreed time or date. The
Seller’s maximum liability for any such failure shall be the charges paid to the carrier in
respect of any such delivery.

 

7. Cancellations
7.1 Cancellations or part cancellations cannot be accepted unless the Buyer reaches
agreement with the Seller and the Seller confirms cancellation in writing to the Buyer.

6.Inspection, Delay and Non-Delivery of the Goods
6.1 The Goods must be inspected by the Buyer or an authorised representative of the Buyer,
as soon as possible after the delivery of the Goods. The Buyer must give notice in
writing to the Seller within 7 days of delivery setting out in detail any defect in the Goods
including any shortages, and any other complaint which the Buyer may have in relation to
the Goods.
6.2 If the Buyer does not advise the Seller as set out in condition 6.1, then the Goods shall
be deemed to be in accordance with the Contract and free from defect and the Buyer
shall be deemed to have accepted the Goods accordingly. After the Buyer accepts the
Goods it will not be entitled to reject the Goods which are not in accordance with the
Contract.
6.3 Except as above, the Seller under no circumstances will be liable to compensate the
Buyer in damages or otherwise for non-delivery or late delivery of the Goods or any of
them for whatever reason or for any loss consequential or otherwise arising from nondelivery
or late delivery.
6.4 In spite of the Seller having delayed or failed to deliver the Goods promptly, the Buyer
shall be bound to accept delivery and to pay for the Goods in full providing that the
delivery shall be tendered at any time within 14 days of the delivery date.

8.Title and Risk
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer upon delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, property in, and title to, the
Goods shall not pass from the Seller until:
8.2.1 the Seller has received either cash or cleared funds in respect of the full amount due (Inc
VAT); and
8.2.2 no other payments are due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the Buyer the Buyer shall store the Goods, at no
cost to the Seller, in such a way as to be clearly separate and identifiable from the
Buyer’s other goods. The Buyer will allow the Seller the right to enter onto the Buyer’s
premises for the purpose of recovering such Goods at any time until payment.
8.4 Notwithstanding that the Goods remain the property of the Seller the Buyer may sell or
use the Goods in the ordinary course of the business at full market value for the account
of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by
the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making
such sales or dealings. Until property in the Goods passes from the Seller the entire
proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall
not be mixed with other money of the Buyer or paid into any overdrawn bank account and
shall be at all material times identified as the Seller’s money.
8.5 The Seller shall be entitled to recover the cost and VAT notwithstanding that the property
in any of the Goods has not passed from the Seller.
8.6 The Buyer shall not pledge or in anyway charge by way of security for any indebtedness
any of the Goods which are the property of the Seller. Without prejudice to the other
rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer shall
forthwith become due and payable.
8.7 The Buyer shall insure the Goods to the full price including VAT against all risks to the
Sellers satisfaction until the Goods pass from the Seller, and whenever requested by the
Seller, produce a copy of the insurance policy. If the Buyer fails to do so, all sums
whatever owing by the Buyer will become due and payable.
8.8 The Buyer may not withhold payment of any invoice or any other amount due to the
Seller by reason of any right of set-off or counterclaim which the Buyer may have or
alleges to have or for any other reason.
8.9 Any Goods supplied to the Buyer which are subject to restrictions or provisions imposed
by the manufacturer design (including copyright, design right or other intellectual
property) are supplied to the Buyer by the Seller subject to any such license restriction or
provisions in respect of which the Seller will use reasonable endeavours to notify the
Buyer of the same.

9. Warranty and Liability
9.1 The Seller warrants as follows:
9.1.1 The Goods at the time of delivery correspond to the description given by the Seller.
9.1.2 It will repair or replace Goods which do not conform with condition 9.1.1.
9.2 These Conditions set out the Seller’s entire liability in respect of the Goods and the
Seller’s liability under these Conditions shall be in lieu and to the exclusion of all other
warranties, conditions, terms and liabilities express or implied statutory or otherwise in
respect of the quality or the fitness for any particular purpose of the Goods or otherwise
howsoever except any implied law which by law can be excluded.
9.3 In no event shall any breach of any express or implied terms of the Contract, or any order
accepted by the Seller, or in respect of any defect in the Goods, give rise to any liability
for damages, loss of revenue or profits or future business, damage to reputation or
goodwill, loss of any orders or contract or consequential loss or damage arising from any
fault.

10. Returns Procedure
10.1 In the event that the Buyer issues notice to the Seller pursuant to condition 6.1, the Buyer
shall return to the Goods to the Seller in accordance with this condition 10. The Buyer’s
sole remedy in respect of non compliance with condition 9.1 shall be limited to the repair
or, at the Seller’s discretion, the replacement of the Goods or where sums are owed by
the Buyer to the Seller, the issue of a credit note against return of Goods.
10.2 Returns must be authorised by the Seller before any Goods are returned. If it is agreed
that the Goods are to be returned the following shall apply:
10.2.1 The Buyer shall obtain a returns number for the Goods from the Seller.
10.2.2 The returns number must be clearly displayed shown on the returned parcels and the
Buyer acknowledges that the Goods returned without a returns number clearly
identifiable on the packaging will be refused or returned to sender.
10.2.3 The Buyer must return the Goods suitably packaged and with carriage paid.
10.2.4 The Buyer will be liable for the cost of remedying any damage to the Goods returned
where such damage has, in the opinion of the Seller, been caused by the Goods being
inadequately packaged by the Buyer or through the Buyer’s fault.
10.2.5 The Seller reserves the right to make a handling and restocking charge of at least 25%
on Goods which are returned if they were ordered in error or are no longer required.

11. Force Majeure
11.1 In the event that the Seller is prevented from carrying out its obligations under a contract
for sale as a result of any cause beyond its control such as but not limited to Acts of God,
War, Strikes, Lock-outs, Flood and Failure of third parties to deliver Goods, the Seller
shall be relieved of its obligations and liabilities under such contract for sale for as long as
such fulfilment is prevented.
12.1.1 suspend all future deliveries of Goods to the Buyer and / or terminate the contract without
liability upon its part; and / or
12.1.2 exercise any of its rights pursuant to Condition 8.

13. Entire agreement
13.1 These Conditions constitute the entire agreement and understanding between the parties
and supersedes all prior agreements, understandings or arrangements (whether oral or
written) in respect of the subject matter of the Contract.
13.2 This agreement shall be binding upon the heirs, successors and assigns of the parties
hereto. If any provision of this agreement shall be held to be invalid or unenforceable, the
remainder of this agreement shall remain in full force and effect.

14. General
14.1 Any notice to either party under these Conditions shall be in writing signed by or on
behalf of the party giving it and shall, unless delivered to a party personally, be left at or
sent by prepaid first class post, prepaid recorded delivery, telex or facsimile to the
address of the party as notified in writing from time to time.
14.2 Either party may, in whole or in part, release, compound, compromise, waive or
postpone, in its absolute discretion, any liability owed to it or right granted to it under the
Contract by the other party without in any way prejudicing or affecting its rights in respect
of any other liability or right not so released, compounded, compromised, waived or
postponed.
14.3 No single or partial exercise or failure or delay in exercising any right, power or remedy
by either party shall constitute a waiver by that party of, or impair or preclude any further
exercise of that or any right, power or remedy arising under the Contract or otherwise.
14.4 To the extent that any provision of these Conditions is found by any court or competent
authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall
be deemed not to be a part of these Conditions, it shall not affect the enforceability of the
remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of
that provision in any other jurisdiction.
14.5 Any reference in these Conditions to any provision of a statute shall be construed as a
reference to that provision as amended, re-enacted or extended at the relevant time.
14.6 The headings in these Conditions are for convenience only and shall not affect their
interpretation.
14.7 Unless expressly provided in the Contract, no term of the Contract or these Conditions is
enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person
who is not a party to it.

15. Law of Contract
15.1 This Contract shall be governed by and construed in accordance with English law.
15.2 Each of the parties irrevocably submits for all purposes in connection with these
Conditions to the exclusive jurisdiction of the courts of England.