Your attention is drawn in particular to clauses 9 & 10, which set out A-DATA’s liability under these terms and conditions.
In these terms and conditions
"A-DATA/We/Us” means A-DATA Limited whose registered office is situated at 53 Kent Road, Southsea, Hampshire, PO5 3HU
"Buyer/You” shall mean the person, organisation, firm or company who has signed these terms and conditions and from, or on behalf of whom, Orders are received.
"Product(s)' shall mean the range of CCTV equipment, other product(s) accessories and components supplied by A-DATA from time to time.
1.4 "Order” shall mean an Order placed with A-DATA at its premises.
2.1 Quotes issued by A-DATA shall not constitute a formal offer and any purported acceptance of such quotes shall not constitute a binding contract.
3.0 Orders, Acceptances and Cancellation
3.1 Any Order placed by the Buyer represents a formal offer to purchase the Product(s), which is only accepted by A-DATA when we despatch the goods to You.
3.2 Any Order accepted by A-DATA shall be strictly subject to, these terms and conditions of sale (or any updated version thereof as notified to the Buyer from time to time). The Buyer understands and agrees that all future Orders accepted by A-DATA are subject to these Terms and Conditions regardless of any reference to, or any purported attempt to incorporate, alternative terms by the Buyer when placing any Order.
3.3 These Terms and Conditions represent the entire contract and no variations or other terms (written or oral) shall be incorporated unless confirmed in writing by a director of A-DATA.
3.4 No cancellation or amendment of any Order will be accepted unless received by A-DATA in writing at least three days before the delivery date notified by A-DATA to the Buyer.
3.5 No cancellation or amendment of an Order will be accepted where Product(s) have been manufactured ordered or purchased by A-DATA, to meet the Buyer’s requirements or where a special price has been negotiated with the Buyer.
3.6 Subject to clause 10, nothing in this clause 3 affects the Buyer’s statutory rights.
3.7 All prices quoted to the Buyer are on the basis of full quantities ordered by the Buyer. A-DATA reserves the right to revise prices in the event of alteration of the quantity of Product(s) ordered.
4.0 Price of Product(s)
4.1 Any Order is accepted only on the condition that the price(s) of the Product(s) shall be those in force at the date We despatch the Product(s).
4.2 All prices and other sums payable by virtue of these terms and conditions are subject to the addition of Value Added Tax or such other tax required to be paid by law at the rate for the time being in force. Prices are also exclusive of installation charges and carriage fare.
5.0 Product(s) Specification
5.1 The Buyer shall, within 14 days from and including the date of the delivery of the Product(s), carry out, at its own expense tests to ensure that the Product(s) satisfies the Buyer reference specification as set out in the delivery note, and shall notify A-DATA in writing within such 14 day period of any failure of the Product(s) to meet the referenced Product(s) specification. If no such written notice is received by A-DATA within such 14 days, the Buyer shall be deemed to have accepted the Product(s) as satisfying the Product(s) specification.
5.2 A-DATA reserves the right to alter the specification of any Product(s) by providing alternative Product(s) with similar specification without prior notice to the Buyer and without liability on the part of A-DATA.
6.1 A-DATA shall use its best endeavours to supply and deliver the Product(s) in accordance with any dates, addresses and any general instructions specified by the Buyer as to delivery, but A-DATA shall not be liable for any losses suffered by the Buyer by not complying with such instructions. For the avoidance of doubt, time will not be of the essence in respect of any Order or delivery date unless agreed in writing by a director of A-DATA.
6.2 The Buyer shall pay reasonable delivery charges to A-DATA in addition to the product price.
7.0 Risk & Title
7.1 Risk in the Product(s) shall pass from A-DATA to the Buyer on delivery of the Product(s) to the Buyer or the specified delivery address advised by the Buyer.
7.2 The title of the Product(s) shall remain the property of A-DATA until payments of all sums owing to A-DATA on any Product(s) have been discharged in full.
7.3 The Buyer shall not interfere with any of A-DATA’s distinguishing marks or labels attached to the Product(s) before the Product(s) have been paid for in full.
7.4 The Buyer shall store the Product(s) separately from any other Product(s) until they become the Buyer's property or they are attached to or incorporated in other Product(s) or they are delivered to a purchaser by the Buyer.
7.5 If the Buyer sells the Product(s) to a purchaser, ownership of the Product(s) will pass to the Buyer immediately before the Product(s) are delivered to the Buyer's purchaser and the Buyer shall hold the proceeds of the sale on trust for A-DATA in a separate bank account. A-DATA shall be entitled to trace the proceeds of the sale that the Buyer receives into any bank or any other account that the Buyer maintains.
7.6 In consideration of A-DATA agreeing to supply Product(s) to the Buyer and entering into this agreement with the Buyer the Buyer hereby agrees absolutely to assign to A-DATA the Buyer's right to recover from the purchaser the price of the Product(s) supplied (by way of purported sale or otherwise) by the Buyer to the purchaser in respect of which Product(s) the Buyer has not paid A-DATA in full at the time of the said supply to the purchaser.
7.7 By virtue of the Buyer accepting these terms and conditions, no further action will be necessary by either A-DATA or the Buyer to convert this agreement to assign into an absolute assignment, which assignment will be deemed to come into affect simultaneously with the supply of any Product(s) by the Buyer to the purchaser.
7.8 Nothing in this clause 7 shall prevent A-DATA from recovering the price of Product(s) supplied to the Buyer directly from the Buyer at any time, save that where A-DATA recovers the price from the purchaser by reason of the above assignment credit will be given to the Buyer for any part of the price so recovered.
7.9 Nothing in these provisions shall be taken by way of implication or otherwise as conferring on the Buyer the right to sell or otherwise transfer possession of Product(s) supplied by A-DATA to the Buyer.
8.1 Unless terms of credit have been agreed, all Product(s) supplied by A-DATA must be paid for by the Buyer before they are despatched.
8.2 Any Buyer requiring a credit facility must complete a credit application form which A-DATA will submit to various credit risk agencies for credit worthy assessment. A credit line will only be offered on favourable responses to these credit worthy checks and, in any event, at A-DATA’s absolute discretion.
8.3 In respect of any Product(s) supplied by A-DATA pursuant to any agreed credit facility, A-DATA shall render an invoice to the Buyer on delivery of the Product(s). Payment for the Product(s), delivery charges, any taxes and other sum(s) invoiced shall be due and payable by the Buyer no later than 30 days from and including the date of invoice unless specifically agreed otherwise, and without the right of deduction or set off.
8.4 If a Buyer pays outstanding invoice(s) issued pursuant to an agreed credit facility by way of credit/debit card a 3% surcharge will be added to the invoice(s), which will be payable immediately with the said payment.
8.5 In respect of any Buyer for whom a credit facility is provided, the Buyer shall immediately notify A-DATA in writing in the event of any of the following:
a) Change or alteration in registered company or trading name.
b) Change of banker.
c) Any change of Directors, Principals and Partners.
d) Change of your registered or trading address or that of any Director, Principals or Partners.
8.6 A-DATA shall be at liberty at any time to vary or suspend any terms of credit or credit limit given to the Buyer.
8.7 Interest and compensation shall be payable by the Buyer in respect of any overdue invoices from the date they became overdue, at the rate prescribed pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 until paid in full. In the event any judgment is obtained by A-DATA in respect of any overdue invoices, interest will continue to accrue after judgment at the same rate until paid in full.
9.1A-DATA warrants that the Product(s) shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; be reasonably fit for purpose, and; free from defects in materials or workmanship. The period of such warranties shall be as set in the price list that is current at the date of despatch of the Product(s) and the warranty period shall commence on the date of despatch of the Product(s).
9.2 Any alleged defects in the Product(s) must be notified in writing within 14 days of receipt of the Product(s).
9.3 In the event of any established breach of warranty, A-DATA shall repair or replace in its absolute discretion any defective Product(s). The Buyer shall be liable for the delivery charges incurred in returning the defective Product(s) to A-DATA, but shall not be liable for the cost of repair or replacement, or the delivery charge for returning the repaired or replaced Product(s) to the Buyer. If A-DATA complies with this clause then it shall have no further liability for breach of the warranty.
9.4 Repairs undertaken by A-DATA under the terms of its warranty are guaranteed for 90 days from the date of dispatch to the Buyer.
9.5 Where A-DATA in its absolute discretion replaces any defective Product(s), the warranty on such replacement Product(s) shall continue in effect for the remainder of the unexpired term of the warranty commencing from the original date of despatch of the defective Product(s). Any replaced Product(s) become the property of A-DATA.
9.6 The warranty shall not cover any defect caused:
a) by fair wear and tear.
b) in whole or in part by the negligence of the Buyer or a User.
c) by improper or unauthorised use of the Product(s) including any attempt to carry out
repairs or modifications to the Product(s).
d) by causes external to the Product(s).
9.7 Failure by the Buyer to settle accounts rendered for Product(s) supplied will render the warranty null & void.
9.8 If the Buyer adds labels to any of the Product(s) the warranty will be invalidated.
10 Limitation of Liability
10.1The following provisions set out A-DATA’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Products, or of any goods incorporating the Products;
(c) any representation, statement or tortious act or omission including negligence arising under in connection with any Product(s) supplied under this contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the contract.
10.3 Nothing in these terms and conditions excludes or limits A-DATA’s liability:
(a) for death or personal injury caused by A-DATA’s negligence, or;
(b) under section 2(3) Consumer Protection Act 1987, or;
(c) for any matter which it would be illegal for A-DATA to exclude or attempt to exclude its liability, or;
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to clauses 10.2 and 10.3:
(a) A-DATA’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this contract shall be limited to the contract price for the Product(s) in question, and;
(b)A-DATA shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this contract.
11 Returns Procedure
11.1 The customer shall be responsible for the cost of carriage and insurance in respect of all Product(s) returned by the Buyer to A-DATA for repair, replacement or credit which Product(s) will be at the risk of the Buyer until actual receipt by A-DATA.
11.2 A-DATA will not accept returned Product(s) for repair, replacement or credit unless such a return has been agreed in advance and the Product(s) are received in stock condition, original packaging and clearly marked with the appropriate "Returns Materials Authorisation' number issued by A-DATA at the time of the intent to return the Product(s) is notified to 3 Us together with a full description of any alleged defect
11.3 Any notification of return dead on arrival (DOA) Product(s) must be made no later than 7 days from the date of invoice.
11.4 A-DATA reserves the right to determine whether returned Product(s) will be repaired, replaced or credited at its absolute discretion.
11.5 A-DATA reserves the right to levy a surcharge of 25% of the value of the Product(s) to the Buyer in the event of returned Product(s) being found to be in working order in accordance with the specifications of the Order
11.6 A-DATA reserves the right to replace Product(s) with Product(s) considered by A-DATA to be of similar or equal specification to the Product(s) being replaced.
11.7 Notwithstanding, A-DATA will not be liable to any claim of value greater than the Product(s) as set out in clause 10.
In the event that written dates, addresses and general instructions for delivery of the Product(s) are not notified to A-DATA at the time of placing the Order, A-DATA shall be entitled to store the Product(s) and the Buyer shall be liable for the reasonable cost of such storage.
13. Design Changes
A-DATA reserves the right to supply Product(s) with design and specification changes as technological development may require without prior notice.
14. Intellectual Property
The Buyer shall promptly notify A-DATA of any claim received by the Buyer alleging an infringement of patent or other intellectual property rights of a third party. A-DATA will refer such matters forthwith to the manufacturer of the Product(s). The Buyer shall co-operate with A-DATA in defending any patent or other right claimed in respect of the Product(s) and the Buyer shall execute all such documents and do all things as A-DATA may require pursuant thereto. A-DATA shall not be liable to the Buyer in respect of any patent infringement or claim based upon the Use of Product(s) or a part thereof modified for Use in connection with equipment or devices not supplied by A-DATA or in a manner for which the Product(s) were not designed. Liability is further limited to Use of the Product(s) in countries for which patent protection has been obtained.
. Force Majeure
A-DATA shall not be liable for any failure to supply and/or deliver Product(s) for any incomplete supply or delivery or for any damage to or defect in the Product(s) caused by strikes, lockouts, labour disturbances, Acts of God or any reason beyond A-DATA's control including any act or default of A-DATA's own suppliers, the Buyer or third parties.
A-DATA's rights under this agreement will not be affected by any forbearance or concession made by A-DATA.
No agent of A-DATA has authority to make oral representations prior to or after placing an Order. Nor, subject to Clause 3.3 has any agent of A-DATA authority to vary or modify the terms and conditions herein.
A-DATA may terminate this contract at any time upon giving written notice to the Buyer.
18.2 A-DATA may immediately terminate this contract and claim damages from the Buyer if the Buyer:
(a) does not or not in time or not properly fulfil any of its obligations under this contract.
(b) suffers distress or execution to be levied against it, makes or proposes to make any arrangement with its creditors, becomes bankrupt or, being a company, goes into liquidation (other than voluntary liquidation for the purposes of re-organisation), or Receivership or have an administrative receiver appointed.
. Health & Safety
The Buyer shall take all reasonable steps to ensure that Product(s) are used in accordance with any relevant information or advice which A-DATA may make available to the Buyer including without limitation any instructions and warnings relating to the safe and proper use of the Product(s).
20. Assigned Invoices
Where an invoice has been assigned to a third party, any terms and conditions applied by the assignee shall be in addition to, and not supersede, the terms and conditions of A-DATA
Headings to clauses in the agreement are for ease of reference only and do not affect the interpretation of this agreement.
22. Governing Law & Jurisdiction
These terms and conditions and any matters arising from this contract shall in all respects be construed under the Law of England and the English courts shall have exclusive jurisdiction in respect of any proceedings relating to this contract.
Disposal of Electrical and Electronic Equipment
The WEEE regulations (January 2007) ensure that the amount of waste on certain electrical and electronic equipment is reduced, separated from household waste, collected separately and ultimately disposed of in a sound environmental manner (recycled and recovered). If you are a trade customer, you agree that the collection, recovery/treatment and disposal of non-household Electrical or Electronic Equipment purchased from us will be your responsibility. In the case of household waste, please take this waste to your nearest Designated Collection Facility (DCF) where special facilities exist for correct disposal. To find your nearest DCF please visit the following web site: www.recycle-more.co.uk
. AData Ltd is making financial contribution towards the running of these facilities and the onward recycling of this waste