Terms & Conditions of Business
Below are the Standard Terms and Conditions of Sale and Service that apply to all purchases and equipment supplied on loan or trial by and on behalf of Headset Sales Limited:
1.1 'Customer' means the person who buys or agrees to buy Goods or Services from HSL.
1.2 'Conditions' means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by HSL.
1.3 'Contract' means the contract for the supply of Goods or for the provision of the Services as the case may be.
1.4 'Delivery Date' means the date within 30 days from the date of the acknowledgment of order sent by HSL to the Customer in respect of Goods or Services to be provided by HSL to the Customer or such later date as shall be notified in writing by HSL to the Customer.
1.5 'Goods' means the articles, which the Customer agrees to buy from HSL.
1.6 'Services' means the services, which the Customer agrees to buy from HSL.
1.7 'Serviced Items' means items sent to HSL by the Customer in connection with the Services.
1.8 'Price' means the price for the Goods or the Services excluding carriage, packing, insurance and VAT.
1.9 'HSL' means Headset Sales Limited (Company No.4132021).
2. Conditions applicable
2.1 These Conditions shall apply to all Contracts for the sale of Goods or Services (as the case may be) by HSL to the Customer to the exclusion of all other terms and conditions express or implied by statute or otherwise including any terms or conditions which the Customer may purport to apply under any purchase order confirmation or order or similar document. Nothing in these terms and conditions shall affect the statutory rights of a consumer.
2.2 All orders for Goods or Services shall be deemed to be an offer by the Customer to purchase Goods or Services pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods or delivery of items to HSL for Services shall be deemed conclusive evidence of the Customer's acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by HSL's Customer Care Manager.
3. The Price and payment
3.1 The Price shall be as set out in the written acknowledgment of order for the Goods or the Services sent by HSL to the Customer. The Price is exclusive of VAT which shall be due at the rate ruling on the date of HSL's invoice.
3.2 Payment of the Price and VAT shall be due within 30 days of the date of the invoice.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above Lloyds TSB Plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
3.4 If the Customer fails to make any payment on the due date then without prejudice to any of HSL's other rights HSL may:
3.4.1 suspend or cancel deliveries of any articles due to the Customer; and/or
3.4.2 appropriate any payment made by the Customer to such of the Goods (or goods supplied under any other Contract with the Customer) as HSL may in its sole discretion think fit.
3.4.3 HSL is entitled to a general lien on all goods of the Customer in HSL's possession (including goods of the Customer which have been paid for) for the unpaid price of all Goods and Services provided to the Buyer by the Seller under this or any other Contract where any invoice remains outstanding after 30 days.
4. The Goods and Services
The quantity and description of the Goods and specification of the Services shall be as set out in HSL's written acknowledgment of order sent by HSL to the Customer.
5. Warranties and liability
5.1 HSL warrants that the Goods will at the time of delivery correspond to the description given by HSL. Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties conditions and terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
5.2 Except in respect of death or personal injury caused by HSL's negligence, or as expressly provided in these Conditions, HSL shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of HSL, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or the supply of the Goods or their use by the Customer, and the entire liability of HSL under or in connection with the Contract shall not exceed the amount of HSL's charges for the provision of the Services or the supply of the Goods (as the case may be), except as expressly provided in these Conditions.
6. Delivery of the Goods or Serviced Items
6.1 Delivery of the Goods or the Serviced Items shall be made to the Customer's address on or before the Delivery Date. The Customer shall make all arrangements necessary to take delivery of the Goods or the Serviced Items whenever they are tendered for delivery.
6.2 HSL shall not be liable for any loss or damage whatever due to failure by HSL to deliver the Goods or the Serviced Items (or any of them) promptly or at all.
6.3 Notwithstanding that HSL may have delayed or failed to deliver the Goods or the Serviced Items (or any of them) promptly the Customer shall be bound to accept delivery and to pay for the Goods or the Services (as the case may be) in full provided that delivery shall be tendered at any time within 3 months of the Delivery Date.
6.4 The Goods or the Serviced Items shall be delivered to the Customer at HSL's address. The risk in the Goods shall pass to the Customer upon such delivery taking place.
6.5 HSL shall arrange for carriage of the Goods or the Serviced Items to the Customer's address. The costs of carriage and any insurance which the Customer reasonably directs HSL to incur shall be reimbursed by the Customer without any set-off or other withholding whatever and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Customer's agent.
7. Acceptance of the Goods or the Serviced Items
7.1 The Customer shall be deemed to have accepted the Goods or the Serviced Items 2 days after delivery to the Customer.
7.2 After acceptance the Customer shall not be entitled to reject the Goods or the Serviced Items or any of them which are not in accordance with the Contract.
7.3 The Customer must reject any Goods or Serviced Items which are not in accordance with the Contract within 2 days of delivery by written notice to HSL which notice must:
7.3.1 Specify in sufficient detail the reason for rejection; and
7.3.2 Request a returns number from HSL; and it is agreed that until the Customer has given notice of rejection in this manner no valid rejection shall be deemed to have been made or communicated.
7.4 If the Customer properly rejects any of the Goods or the Serviced Items which are not in accordance with the Contract the Customer shall nonetheless pay the full Price for such Goods or Services unless the Customer promptly gives written notice of rejection to HSL and at the Customer's cost returns such Goods or Serviced Items to HSL before the date when payment of the Price is due.
7.5 HSL shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by HSL of this Contract.
7.6 In the event of any breach of this Contract by HSL the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of HSL exceed the Price of the Goods or the Services.
8. Title and risk
8.1 The Goods or Serviced Items shall be at the Customer's risk as from delivery.
8.2 In spite of delivery having been made property to the Goods shall not pass from HSL until:
8.2.1 the Customer shall have paid the Price plus VAT (where applicable) in full: and
8.2.2 no other sums whatever shall be due from the Customer to HSL.
8.3 Until property in the Goods passes to the Customer in accordance with clause 8.2 the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for HSL.
8.4 Until property in the Goods passes to the Customer in accordance with clause 8.2 the Customer shall store the Goods separately and in such a way that they can be readily identified as being the property of HSL.
8.5 HSL shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from HSL.
8.6 The Customer shall not pledge or in any way charge by way of security for my indebtedness any of the Goods which are the property of HSL. Without prejudice to the other rights of HSL, if the Customer does so all sums whatever owing by the Customer to HSL shall forthwith become due and payable.
9. Remedies of Customer
9.1 Where the Customer rejects any Goods then the Customer shall have no further rights whatever in respect of the supply to the Customer of such Goods or the failure by HSL to supply Goods which conform to the Contract of sale.
9.2 Where the Customer accepts or has been deemed to have accepted any Goods or Serviced Items then HSL shall have no liability whatever to the Customer in respect of those Goods or Serviced Items.
10. Proper law of Contract
This Contract is subject to the law of England and Wales.
11. Force Majeure
HSL shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of HSL's obligations if the delay or failure was due to any cause beyond HSL's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond HSL's control: -
11.1 Act of God. explosion, flood, tempest, fire or accident.
11.2 War or threat of war, sabotage, insurrection, or civil disobedience.
11.3 Act, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any government, parliamentary or local authority.
11.4 Import or export regulations or embargoes.
11.5 Strikes lockouts or other industrial actions or trade disputes whether involving employees of HSL or of a third party.
11.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
11.7 Power failure or breakdown in machinery.
11.8 Failure or inadequacy of postal or delivery services or the like.
Any demand notice or other communication requested to be given by either party under the Contract may be delivered or sent by pre-paid first class letter sent by recorded delivery or fax addressed to the registered office of the party to be served or to such other place as may be designated by the party for the purpose of service and shall be deemed to have been served in the case of a notice delivered by hand, when delivered, in the case of a letter, forty eight hours after the time of posting and, in the case of fax when despatched.