- Terms used in this policy
- What information do we collect about you and how?
- Other websites
- How will we use the information about you and why?
- Access to your information, correction and deletion-your rights
- How long will we hold your data for
- Transferring your information outside of the EEA
- How to contact us
Terms used in this policy:
Personal Data means any information relating to an identified or identifiable natural person, including, but not limited to, a first and last name, a home or other physical address and an email address or other contact information. It may also include financial and credit card information, personal description and photograph.
Sensitive Personal Data means any personal data but includes the racial or ethnic origin of the individual, their political opinions, their religious or philosophical beliefs, their membership of a trade union, their physical or mental health or condition, their sexual life, the commission or alleged commission by them of any offence, any proceedings for any offence committed or alleged to have been committed by them, the disposal of such proceedings or the sentence of any court in such proceedings, genetic data; and biometric data where processed to uniquely identify a person (for example a photo in an electronic passport).
Data Controller means the person or organisation who determines the purposes for which and the manner, in which any personal data is processed.
The Data Controller is PCF Print Management Ltd.
Our Data Protection Officer can be contacted at email email@example.com
Data Processor means a person or organisation which processes personal data for the Data Controller.
Data Processing is any activity that involves the use of Personal Data.
What information do we collect about you and how?
We collect information about you when you register with us on our website, make a telephone enquiry, make an enquiry over live chat, connect with us on social networks, sign up for an event or webinar, enquire about receiving insights, attend our stand at an event or you participate in a competition etc. In addition, we may collect data you have registered on social networking sites (e.g. LinkedIn) or registered data collection companies (e.g. ALF Insights). We may collect the following information from you:
- Name, company/organisation details and job title.
- Contact information including your work email address and phone number. Our website prevents personal/free email addresses being entered onto forms (except for job applications).
- Demographic data such as preferences and interests.
- Other information from surveys/competitions you have responded to.
Our legal bases for handling this data are therefore to enable us to perform a contract with you and in addition, processing the data is necessary for the purposes of our legitimate interests in ensuring you receive information about the digital marketing services or products you have asked to receive from us.
In some cases, we may need to collect from you Sensitive Personal Data, such as information concerning medical conditions, disabilities and special requirements. We need this, in order to be able to handle any particular needs you may have in relation to a meeting (please refer to our Fair Processing Policy on our website for prospective employee’s data). Sensitive Personal Data is handled with your express consent and such data will only ever be processed strictly with the intention of our providing to you the digital marketing services you have asked us to provide to you.
We may also keep information contained in any correspondence you may have with us by telephone, post, email or other communication.
Website usage information is collected using cookies.
Cookies are text files placed on your computer to collect standard internet log information and visitor behaviour information. This information is then used to track visitor use of the website and to create statistical reports on website activity. For further information visit www.aboutcookies.org.
You can set your browser not to accept cookies but this may cause problems with the functionality of the on-line booking system as a result.
HOW WILL WE USE THE INFORMATION ABOUT YOU AND WHY?
We will only use your personal information to:
- Improve our products and services
- Send promotional information about new digital marketing products & services
- Contact you about other digital marketing information such as data insights, webinar invitations, newsletters, blogs, eBooks, event information, feedback etc. which we believe you may be legitimately interested in
- Customise our website around your interests
- Send you information on products and services you ask us to provide.
We do not sell on your personal data.
When you become a client of PCF Print Management Ltd, to deliver on our strategy it may require us to pass your information to companies within our group, third-party service providers, agents, subcontractors and other associated organisations solely for the purposes of completing tasks and providing our services to you. In those instances where we do need to pass on your details to a third party, we will only provide the personal information necessary to deliver our services. We require those third parties to keep secure your Personal Data so that they may not use it for their own direct marketing purposes.
In the course of providing our digital marketing services to you as a client, we may be required to forward your Personal Data to:
- Insurance companies or regulatory authorities so as to comply with any legal and regulatory issues and disclosures;
- Any third party contractors and advisors that provide a service to us or act as our agents on the understanding they keep the information confidential;
- Any third party partners that provide a service to us on the understanding they keep the information confidential;
- Any legal or crime prevention agencies and/or to satisfy any regulatory request if we have a duty to do so or if the law allows us to do so;
- Specific third party websites so as to complete information relating to customers’ retainer or project arrangements.
We will only use this information subject to your instructions, data protection law and our duty of confidentiality. We will not share your information for marketing purposes with companies outside of our group.
We would like to send you information about our services and products which may be of interest to you. If you have consented to receive marketing, you may opt out at a later date.
You have a right at any time to stop us from contacting you for marketing purposes or giving your information to other members of our group.
If you no longer wish to be contacted for marketing purposes, please email firstname.lastname@example.org or click the unsubscribe at the bottom of our marketing email communications.
Access to your information, correction and deletion- your rights
The GDPR grants you the right to access particular Personal Data that we hold about you. You therefore have the right to request a copy of the information that we hold about you. If you would like a copy of some or all of your personal information, please email or write to us at the following address: c/o Data Officer, PCF Print Management Ltd, Excalibur House, Langstone Business Park, Newport, NP18 2HJ.
We shall respond promptly to any such request and in any event, within one month from the point of receiving the request and all necessary information from you. In certain circumstances, we may make a small charge for this service. Our formal response will include details of the Personal Data we hold about you, including the following:
- Sources from which we acquired the information;
- The purposes for Processing; and
- The persons or entities with whom we are sharing the information.
You also have the right to receive your Personal Data in a structured, commonly used and machine readable format and have the right to ask us to transmit it to another controller if technically possible.
We want to make sure that your Personal Data is accurate and up to date. You may ask us to correct or remove without delay any information about you that you think is inaccurate by emailing us at email@example.com or writing to us at the above address.
You have the right to seek a restriction of the processing of your Personal Data in certain circumstances. Further, you have the right to lodge an objection if you feel that one of the grounds relating to your particular situation apply. When you exercise your right to object, we must stop any processing unless we can show compelling legitimate grounds for the Processing, which override your interest, rights and freedoms, or the processing is for the establishment, exercise or defence of legal claims.
Should you wish for us to completely delete all information that we hold about you, you should please contact the Data Protection Officer who can be contacted at firstname.lastname@example.org
How long will we hold your data for?
Our retention period of 2 years is in line with the length of time needed to fulfil our services to you taking into account our need to meet any legal, statutory and regulatory obligations with which we are bound to comply.
You will have the opportunity to opt out or update or delete Personal Data at any point should you need to do so and details are set out in this policy as to how to achieve this.
Our need to use your personal information will be reassessed on a regular basis and we will dispose of Personal Data which we no longer require.
TRANSFERRING YOUR INFORMATION OUTSIDE OF EUROPE
As part of the services offered to you through this website, the information which you give to us may be transferred to countries outside the European Economic Area. For example, some or our third-party providers may be located outside of the EEA. Where this is the case we will take steps to make sure the party receiving the data agrees to provide the same or similar protection that we do and that the information they receive is used only in accordance with our instructions. By submitting your Personal Data, you are agreeing to this transfer, storing or processing. Where our third-party suppliers are in the US we have ensured that their services fall under the “Privacy Shield” whereby participating companies are deemed to have adequate protection and therefore facilitate the transfer of information from the EEA to the US.]
If you use our services while you are outside the EEA, your information may be transferred outside the EU to give you with those services.
If you feel that your personal data has been processed in a way that does not comply with the GDPR, you have a specific right to lodge a complaint with the relevant supervisory authority. The supervisory authority will then inform you of the progress and outcome of your complaint. The supervisory authority in the UK is the Information Commissioner’s Office.
How to contact us
- By email email@example.com
- Or write to us at: PCF Print Management Ltd, Excalibur House, Langstone Business Park, Newport, NP18 2HJ
SOFTWARE LICENSE AGREEMENT
PCF Print Management Ltd (“PCF”), Excalibur House, Langstone Business Park, Langstone Park, Langstone, Newport, South Wales NP18 2HJ has licensed the accompanying Software to you (“You” or “you”) on the terms contained in this License Agreement (“Agreement”). Read the terms and conditions of this Agreement carefully.
YOUR USE OF THE ACCOMPANYING SOFTWARE INDICATES YOUR ASSENT TO BE BOUND BY THE LICENSE TERMS SET FORTH BELOW.
This Agreement is in Three Sections:
- Section A applies to a Trial License.
- Section B applies to a Permanent License.
- Section C applies to both a Trial License and to a Permanent License.
A. TRIAL LICENSE:
THE FOLLOWING TERMS WILL APPLY TO YOU IF YOU INSTALL THE SOFTWARE FOR TRIAL.
1. Trial License Grant
- The Software consists of the programs and documentation supplied to you, all of which is covered by this Agreement. You are granted a non-exclusive and non-transferable license (the “Trial License”) to use the accompanying binary software in machine-readable form, including accompanying documentation, for the purposes of evaluation only. No license is granted to you for any other purpose.
- If the Software you are licensing is for installation on a server, you may only install and use the Software on one (1) computer server.
- If the Software you are licensing is for installation on a single workstation, you may only install and use the Software on one (1) computer workstation.
- You will treat the Software as PCF’s confidential information, will keep it secure, and will not distribute or disclose the Software, in whole or in part, to any third party.
- This Trial License expires thirty (30) days from the date of installation or three (3) months from the day you receive the Software, whichever is earlier, unless otherwise agreed to in writing by PCF.
2. Time-Out Device. The Software may be activated with a “temporary key.” It may have a software device that will cause it to cease operation on a day selected by PCF. You agree to take no steps to interfere with or defeat the software time-out device.
3. Obtaining a Permanent License. At the end of, or at any time during, the trial period, you may elect to permanently license the software from PCF. To obtain a permanent license, you must contact PCF and enter the appropriate licensing agreement for such purpose.
4. No Warranty or Maintenance of Evaluation Software. THE SOFTWARE IS LICENSED TO YOU “AS IS.” PCF DISCLAIMS ALL WARRANTIES CONCERNING SUCH SOFTWARE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
5. Termination. This License will terminate immediately without notice from PCF if you fail to comply with any provision of this Trial License. You may terminate this Agreement and the license granted in this Agreement by returning the Software and Documentation to PCF, by uninstalling the Software, and erasing any copies of the Software that you may have made.
6. Additional Terms. The provisions in Section C also apply to a Trial License.
B. PERMANENT LICENSE:
THE FOLLOWING TERMS WILL APPLY TO YOU IF YOU HAVE ENTERED INTO AN AGREEMENT TO LICENSE THE SOFTWARE ON A PERMANENT BASIS:
7. Permanent License Grant. The Software consists of the programs and documentation supplied to you, including upgrades and revisions supplied under Maintenance, all of which is covered by this Agreement. You are granted a non-exclusive permanent license to use the accompanying binary software in machine readable form on your own data, for your own internal use only. The license grant is permanent unless terminated in accordance with the provisions of this Agreement.
8. Owner’s Invoice. When you obtain one or more permanent licenses, PCF will issue you an Owner’s Invoice that lists the licenses that you have bought. You may only install and use the number of copies stated in your Owner’s Invoice.
- Server Software. If the Software that you are licensing is for installation on a server as described on your Owner’s Invoice, you may install and use the Software only on the number of computer servers and for use with the number of printers shown on the Owner’s Invoice.
- PC Software. If the Software that you are licensing is for installation on a personal computer (or “PC”) as described on your Owner’s Invoice, you may install and use the Software on the number of PCs stated in the Owner’s Invoice.
- Other Terms. There may be other restrictions in the Owner’s Invoice. If so, you agree to be bound by them.
9. Temporary and Permanent Keys. The Software may be enabled by one or more temporary or permanent “software keys” that permit use of the Software. You agree to take no steps to interfere with or defeat the Temporary or Permanent Keys. (Note: The Software normally includes a temporary key until the software license is paid in full by the customer. If payment for the license fee is not made by the customer according to the contracted payment terms, the software will cease operation on a date selected by PCF. After full payment is made by the customer, a Permanent Key will be issued).
10. Additional Copies or Printers. To obtain the right to install or use additional copies of the Software or to use server software with additional printers, you should contact PCF or its authorised reseller. You may be required to obtain a different or additional Permanent Key to install more copies or enable more printers.
11. Security and Storage.
- You agree to be responsible for the secure storage of all copies of the Software and Documentation and all other materials delivered or created on site by PCF whether in written form, on magnetic media or otherwise. Copies will be stored only at your premises or such other site as may be agreed in writing with PCF.
- You are permitted to make and maintain a reasonable number of back-up copies of the Software. Other copying is not permitted. You agree to reproduce all of PCF’s proprietary legends and notices on each permitted copy of the Software. Your license for use applies to the Software listed on your Owner’s Invoice only.
12. Software Support and Maintenance. PCF offers software support & maintenance services to its customers for a separate fee. For more information regarding PCF’s Software Support and Maintenance, please contact PCF or your Distributor. All Software Support and Maintenance is subject to the remedy limitations, warranty disclaimers and damage limitations of this Agreement. There is no software support or maintenance of any kind, unless purchased separately. PCF reserves the right to discontinue support to superceded versions.
- PCF warrants that the Software will perform substantially in accordance with the Documentation for a period of thirty (30) days after installation of the Software. PCF reserves the right to correct documentation errors.
- While the Software is under warranty or unless you have purchased Software Support and Maintenance, your exclusive remedy is repair or replacement of the Software or a suitable work around. PCF reserves the right to include bug fixes in subsequent software releases or provide a new version of the Software.
- At its option, PCF, in lieu of such remedies, may refund the license fee for the Software if PCF does not provide such a remedy for an error in the Software while under Maintenance. Such a refund, if made, will be reduced by twenty (20) percent for each year after initial delivery of the Software; the reduction for partial years will be made pro rata.
- At PCF’s option, these remedies may not be available outside the territory served by PCF and its Distributors.
- PCF DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- PCF’s warranty will be void if any failure has resulted from modification, misuse, or misapplication.
14. Intellectual Property Indemnification.
- PCF will indemnify you against legal fees and damages awarded against you by a court of competent jurisdiction arising from any infringement of copyright, patent or proprietary confidential information of any third party from your authorized use of the Software. You may settle or compromise such disputes only with the express written consent of PCF. This Section states your sole and exclusive remedy for alleged or actual infringement or breach of third party intellectual property or proprietary rights.
- PCF’s obligations under this Section are subject to the following: (a) you must promptly notify PCF in writing of any allegations of infringement made; (b) you must make no admissions of law or fact without PCF’s consent (other than as may be required by law); (c) you must not have contributed to the alleged infringement; (d) you must permit PCF, at PCF’s request and expense, to conduct the litigation and conclude any settlement; and (e) you must cooperate fully and give PCF all reasonable assistance.
- If at any time any claim for indemnity pursuant to this Section arises or in PCF’s opinion there is a risk of an infringement issue arising with regard to the Software, then PCF may, at its option and expense: (a) procure the right for you to continue to use the Software; or (b) modify the Software (without causing diminution in functionality) so that it does not infringe the third party’s rights; or (c) terminate this Agreement as to the Software and the corresponding license granted hereunder and refund your fee paid for the Software, reduced by twenty (20) percent for each year after initial delivery of the Software; the reduction for partial years will be made pro rata. Where PCF has modified the Software under this Section 14 and has supplied the modified version to you, you are licensed only to use the modified version of the Software and must discontinue all use of prior versions, unless otherwise authorised by PCF in writing.
- This Agreement will continue in effect unless terminated under its terms.
- You may terminate this Agreement by giving notice in writing to PCF at any time provided that you agree to have paid PCF the full license fee (and all other fees and other monies then due) prior to giving such notice. Termination under this subsection will not entitle you to a refund of amounts paid.
- PCF may terminate this Agreement forthwith by notice in writing if you are in breach of any term of this Agreement, including, without limitation, any payment obligation.
16. Consequences of Termination.
- Upon termination of this Agreement, you agree to cease to use the Software and to return or destroy the Software and Documentation, together with all copies and all related materials, and will certify in writing to PCF that this has been done.
- Termination will not affect your existing obligations regarding payment of monies that may be due. Termination will not affect those obligations and limitations which of their nature and meaning survive, including without limitation, those relating to either party’s intellectual property, confidentiality, restrictions on use of the Software, and limitations regarding liability.
17. Additional Terms. The provisions in Section C also apply to a Permanent License.
C. TERMS FOR BOTH THE TRIAL LICENSE AND THE PERMANENT LICENSE:
THE FOLLOWING TERMS WILL APPLY TO BOTH A TRIAL LICENSE AND A PERMANENT LICENSE:
- You agree not to permit or allow any third party to use the Software, and you may not use the Software for the benefit of any third party.
- Third party contractors who have executed confidentiality agreements with you, however, may use the Software solely in the normal course of implementation and testing for you.
- No time share or service bureau use of the Software is permitted.
- You agree not to decompile, disassemble, or reverse engineer any part of the Software.
- You may not remove PCF’s proprietary legends and notices from the Software.
19. Copyright and Other Rights of PCF. You acknowledge that (either in its own right or under license) PCF holds and will continue to hold all copyright, trademark, and all other property rights in the Software and Documentation (including, but not limited to, any new releases and any modifications). No ownership rights are granted by this Agreement.
20. Confidentiality. You agree that the Software and its features and the documentation are Confidential Information of PCF and will not be disclosed, transmitted, or otherwise made available to any third party without the prior written permission. Your auditors will be permitted access to the Confidential Information under conditions of confidentiality solely in the course of their audit work.
21. Limitation of Liability. IN NO EVENT WILL PCF BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PCF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will PCF be liable to you in the aggregate for any amounts in excess of the amounts paid by you to PCF under this Agreement.
22. Export Regulations. The Software, including technical data, is subject to UK export control laws and associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import the Software.
23. Governing Law. This Agreement is made under, will be governed by and construed in accordance with the laws of the England and Wales, United Kingdom, excluding its choice of law provisions. PCF and you agree and give consent that jurisdiction and venue for all matters relating to this Agreement or the parties will be exclusively in England and Wales, United Kingdom.
24. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for this Agreement to be otherwise enforceable in such jurisdiction. However, if in PCF’s opinion deletion of any provisions of this Agreement by operation of this paragraph unreasonably compromises the rights or liabilities of PCF or its licensors, PCF reserves the right to terminate this Agreement.
25. Entire Agreement. This Agreement is the entire agreement between you and PCF relating to the Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this Agreement. No modification to the Agreement will be binding, unless in writing and signed by a duly authorised representative of each party.
By installing the Software, I acknowledge that I have read and fully understand the foregoing information and agree to abide by its terms and conditions.
I agree to use the Software solely as stated in this Agreement.
Terms & Conditions
1.1. The “seller” means The Barcode Business c/o PCF Print Management Ltd.
1.2. The “buyer” means any person who accepts a quotation for goods by the seller or whose order for goods is accepted by the seller.
1.3. “goods” means any goods or services which the seller is to supply to the buyer.
1.4. “conditions” means the terms and conditions set out herein and any special or additional conditions agreed in writing by the seller.
1.5. “writing” includes by mail, facsimile transmission or email
2.1. These conditions apply to all contracts for sale of goods by the seller to the buyer and shall be deemed to supersede and exclude all other terms and conditions including any which the buyer may seek to apply under any purchase order, confirmation of order, or similar document.
2.2. No variation or addition to these terms and conditions shall be effective unless agreed in writing by a duly authorised officer of the seller.
2.3. No employee or agent of the seller is authorised to make any representations concerning goods on the seller’s behalf unless such representations are confirmed in writing by the seller and any representations made without the written confirmation of the seller may not be relied upon in connection with any contract.
2.4. Until despatch of goods by the seller of goods to the buyer or the buyer’s acceptance in writing of any quotation of the seller (whichever shall first occur) no contract for the sale of goods shall arise.
2.5. The seller shall be at liberty to correct without any liability on the seller’s part and without prior notification any error or omission in any sales literature, price list, acceptance of offer, quotation, invoice, or other document issued by the seller.
2.6. The order shall only be deemed to have been accepted at either the earlier of the buyer accepting delivery of the goods or when the seller issues a written acceptance of the order at which point the contract shall come into existence.
3.1. The price for the goods shall be that on the seller’s current price list unless otherwise agreed in writing by the seller.
3.2. All prices are exclusive of VAT and charges for postage, packaging and carriage, all of which shall be paid in addition as agreed in writing.
4.1. The seller is prepared to consider applications for credit accounts from corporate customers subject to approved references.
4.2. Non-credit account buyers must make payment in full of any invoice before despatch of goods.
4.3. Payment may be made by cash, cheque, credit or debit card.
4.4. Buyers with credit accounts must make payment in full on the terms of credit agreed which shall not be more than from the end of the month following the date of invoice unless otherwise agreed in writing by the seller.
5. Interest on Overdue Invoices
5.1. If any invoice shall become overdue for payment interest shall be payable at 2% per annum above Barclays Bank plc base rate from time to time from the date the payment became due under the invoice until the date of payment. Such interest shall accrue both before and after any Judgment.
6.1. The seller will take all reasonable steps to keep to any estimated delivery date but time shall not be of the essence. The seller shall not be liable for any losses consequential or otherwise arising directly or indirectly out of any failure to meet an estimated delivery date.The seller reserves the right to make delivery in advance of the quoted delivery date on giving reasonable notice to the buyer.
6.2. Unless otherwise agreed in writing deliveries may take place at the buyer’s premises or such premises as are designated by the buyer up until 6.00 p.m. on the date of delivery. In the event of the buyer not accepting delivery on the delivery date the first attempt at delivery is to be considered as the delivery date for the purpose of invoicing.
6.3. The seller shall make delivery of the goods to the buyer’s address and the buyer shall make arrangements to take delivery of the goods at that address upon the same being tended for delivery.
6.4. The method of despatch of all goods shall be at the seller’s absolute discretion.
7. Ownership and Risk
7.1. Upon delivery of the goods to the buyer or upon the goods being retained at the seller’s premises at the buyer’s request the risk in the goods shall pass to the buyer.
7.2. Title to the goods shall remain vested in the seller until the invoice for the goods has been paid in full.
7.3. The buyer shall hold the goods as the seller’s fiduciary agent and bailee until such time as title to the goods passes to the buyer and shall keep the goods properly stored and protected and insured and identified as the seller’s property.
7.4. The buyer shall not remove, deface or obscure any identifying mark or packaging on or relating to the goods and shall maintain the goods in satisfactory conditions.
7.5. If before title to the goods passes to the buyer, the buyer becomes subject to any of the events listed in clause 7.7, or the seller reasonably believes that any such event is about to happen and notifies the buyer accordingly, then, provided that the goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the seller may have, the seller may at any time require the buyer to deliver up the goods and, if the buyer fails to do so promptly, enter any premises of the buyer or of any third party where the goods are stored in order to recover them.
7.6. If the buyer becomes subject to any of the events listed in clause 7.7, or the seller reasonably believes that the buyer is about to become subject to any of them and notifies the buyer accordingly, then, without limiting any other right or remedy available to the seller, the seller may cancel or suspend all further deliveries under the contract or under any other contract between the buyer and the seller without incurring any liability to the buyer, and all outstanding sums in respect of goods delivered to the buyer shall become immediately due.
7.7. For the purposes of clause 7.6, the relevant events are:
(a) the buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the buyer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the buyer with one or more other companies or the solvent reconstruction of the buyer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the buyer with one or more other companies or the solvent reconstruction of the buyer;
(d) (being an individual) the buyer is the subject of a bankruptcy petition or order;
(e) a creditor or encumbrances of the buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the buyer
(g) (being a company) a floating charge holder over the buyer’s assets has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the buyer’s assets or a receiver is appointed over the buyer’s assets;
(i )any event occurs, or proceeding is taken, with respect to the buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.7(a) to clause 7.7(h) (inclusive);
(j) the buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(k) the buyer’s financial position deteriorates to such an extent that in the seller’s opinion the buyer’s capability to adequately fulfil its obligations under the contract has been placed in jeopardy; and
(l) (being an individual) the buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
7.8. Termination of the contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
7.9.Whilst the purchase price for any goods delivered to the buyer shall remain overdue for payment either wholly or in part without prejudice to any of its other rights the seller may recover and/or resell the goods or any of them and may enter on the buyer’s premises by its servants or agents to recover the goods and shall be entitled to recover from the buyer any costs incurred in connection with such recovery.
7.10. Until payment for any goods has been made in full the buyer shall not pledge, charge by way of security or in any other way encumber the goods which remain the property of the seller.
8.1. The seller warrants to the buyer that the goods delivered will correspond with the description given by the seller to the buyer on delivery and such warranty is given subject to the following conditions:-
8.1.1. The seller accepts no liability for any defect arising on errors or omissions in any drawing specification or design supplied by the buyer to the seller.
8.1.2 The seller will accept no responsibility for any defect in the goods arising from wilful damage, neglect, failure to follow manufacturer’s instructions, failure to follow the seller’s oral or written instructions as to the storage, maintenance or installation of goods or the good practice regarding the usage of goods, abnormal working conditions or abuse or alteration or repair during the manufacturer’s warranty period without the seller’s written approval
8.1.3. The seller’s warranty shall not come into force unless the invoice for the goods was paid by the due date.
8.1.4. The benefit of any warranty or guarantee given by the manufacturer of the goods will be passed to the buyer on delivery of the goods to the buyer.
8.1.5. Save as provided in these conditions and save and except where the buyer is dealing as a consumer all warranties, conditions or other terms implied by statute, common law or otherwise are excluded to the extent permitted by law.
8.1.6. Save in respect of death or personal injury caused by the seller’s negligence the seller shall not be responsible for any incompatibility of use issues or held liable to the buyer by reason of any representation or any implied warranty, condition or other term or any duty of common law for any direct or indirect special or consequential loss or damage expenses or other claims for compensation whatsoever whether caused by negligence of the seller, its employees or agents or otherwise which arise out of or in connection with the supply of goods or their use or resale by the buyer of whatsoever nature.
8.1.7. The buyer may purchase an extended warranty from the seller on terms to be agreed in writing by the seller
8.1.8. Any liability of the seller in connection with claims made under the contract shall not exceed the price of the goods actually paid by the buyer unless otherwise specifically agreed in writing by the seller.
8.1.9. The seller shall not be liable for any delay in delivery of the goods that is caused by a Force Majeure Event as defined in clause 10 or the buyer’s failure to provide the seller with adequate delivery instructions or any other instructions relevant to the supply of goods.
9. Limitation on liability
9.1. The seller shall under no circumstances whatever be liable to the buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and the seller’s total liability to the buyer in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount actually paid for the goods by the buyer.
9.2. Nothing in these conditions shall limit or exclude the seller’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the seller to exclude or restrict
10. Force Majeure
10.1. The seller shall not be liable to the buyer or held to be in breach of the contract by reason of any delay in performing or failure to perform any of the seller’s obligations in respect of the goods if such delay or failure was caused by a Force Majeure Event A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including without limitation strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. Cancellation of Contract/Return of Goods/Replacement of Defective Goods
11.1. No contract may be cancelled once it is accepted by the seller and no goods may be returned save at the absolute discretion of the seller.
11.2. In the event that the seller agrees to accept the return of non-defective goods such return will be on the following conditions:-
11.2.1. The buyer must obtain a goods return number from the seller within 14 days, that number must clearly be displayed on each parcel to be returned. The goods must be returned at the buyers cost in the manufacturer’s original packaging in unopened condition complete with any accessories, manual and other documentation. Software packages must have the software seal intact. If these conditions are not complied with returned goods will be rejected.
11.2.2. If in the opinion of the seller damage has been caused to the goods during transport from the buyer to the seller the buyer will remain liable for the full cost of the goods or at the discretion of the seller cost of remedying any damage.
11.2.3. If the seller accepts the return of goods (other than on the grounds of defect) the seller reserves the right to make a handling and restocking charge of 25%.
11.3. Any alleged defect in the goods must be notified to the seller within seven days of the date of delivery. In the event that delivery is not refused and the buyer fails to notify the seller within the time stated no rejection of the goods will be accepted and the full purchase price shall be payable by the buyer.
11.4. In the event that any valid claim is notified to the seller based on the goods delivered under the contract being defective the seller shall at their discretion be entitled to replace the goods free of charge or refund the buyer the price of the goods actually paid by the buyer and the seller shall have no further liability to the buyer.
11.5. The buyer shall retain the goods in respect of which allegation of defect is made together with the original manufacturer’s packaging for a reasonable time to enable the seller or its agent to inspect the goods or to arrange for the goods to be collected from the buyer if the seller would so require.
11.6. Unless otherwise agreed in writing by the seller no credit for return goods will be given in the case of goods returned other than by reason of defect.
11.7. Goods ordered by customers other than those included in the seller’s sales catalogue will not be accepted for return save where specifically agreed in writing by the seller.
12.1. Any notice required to be given by the buyer to the seller shall be in writing addressed to the seller at his registered office or principle place of business and shall be delivered personally or sent by first class pre-paid recorded delivery mail.
13. Entire agreement
13.1. The contract constitutes the entire agreement between the parties. The buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the seller which is not set out in these terms and conditions.
14.1. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the terms and conditions shall not be affected.
14.2. If any invalid, unenforceable or illegal provision of the terms and conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable
15.1. A waiver of any right or remedy under the terms and conditions is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
15.2. No failure or delay by a party to exercise any right or remedy provided under the terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16. Third party rights
16.1. A person who is not a party to these terms and conditions shall not have any rights under or in connection with them.
17.1. Except as set out in these conditions, any variation to the contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by an authorised signatory of the seller.
18. Governing law and jurisdiction
18.1. The contract, these conditions 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.