Itelico AV

Terms

ITELICO AV

STANDARD TERMS AND CONDITIONS OF SALE

TRADE-ONLY BUSINESS-TO-BUSINESS TERMS

Website: ItelicoAV.co.uk

Seller: DGC Wholesale and Ventures Ltd

Company number: 11067198

Registered office: 50 Princes Street, Ipswich, Suffolk, England, IP1 1RJ

Trading name: Itelico AV

Effective date: 20 October 2026

Version: 1.4

These Conditions are intended only for trade and business-to-business sales. They are not intended for consumer sales.

IMPORTANT TRADE TERMS

These Conditions apply to all business accounts, quotations, Orders, sales, deliveries and supplies made by DGC Wholesale and Ventures Ltd, trading as Itelico AV, through or in connection with ItelicoAV.co.uk.

We are a trade-only business-to-business supplier. We do not sell to consumers and we do not contract with End Users. We supply business customers only.

COMMERCIAL DISPLAY PRODUCTS ARE NON-CANCELLABLE ONCE AN ORDER HAS BEEN ACCEPTED AND ARE NON-RETURNABLE. No Goods may be returned unless we issue a valid Director-Approved Return Authorisation, or a return is required by law and cannot lawfully be excluded.

Product faults, warranty issues, DOA issues, repairs and replacements must follow the relevant Manufacturer warranty, service, support, repair, DOA or returns process, subject always to any obligation or liability that cannot lawfully be excluded or restricted.

Transit damage, shortages, incorrect-delivery and over-delivery claims must be notified to us in writing within 72 consecutive hours of delivery. Commercial Display Products must be unboxed, visually inspected and, where safe and reasonably practicable, subjected to a basic power-on test within that period.

A refused, undeliverable, uncollected or return-to-sender delivery does not cancel the Contract. Original delivery charges are not refundable. Any discretionary credit is subject to these Conditions and is limited to the product element actually approved, less all applicable costs and deductions.

Where we deliver directly to an End User or customer address at the Buyer's request, we do so solely as a delivery service for the Buyer. The Buyer remains our sole contracting party.

Payment is by BACS in advance. We do not accept credit card payments and we do not offer credit facilities.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions:

Account means any trade account, online account, customer record, ordering profile, quotation profile or other account opened by or for the Buyer with the Seller.

Authorised User means a director, partner, sole trader, owner, employee, officer, agent, representative or other person authorised by the Buyer to act on its behalf.

Buyer, you or your means the business customer, reseller, dealer, installer, integrator, contractor, limited company, limited liability partnership, partnership, sole trader, public body, charity, educational institution, organisation or other business entity whose Order is accepted by the Seller.

Commercial Display Product means any professional or commercial monitor, LCD, LED, OLED, QLED or similar screen, interactive flat panel, large-format display, digital-signage display, hospitality display, video-wall panel, display module, touch display or other commercial screen, together with any mount, stand, computing module, touch overlay, accessory or other item ordered as part of a package with, or specifically for use with, that product.

Conditions means these Standard Terms and Conditions of Sale.

Contract means the contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Conditions.

Delivery Address means the address specified by the Buyer for delivery of the Goods, including an End User address.

Delivery Discrepancy Claim means a claim concerning a shortage, missing parcel, missing item, incorrect Goods or other discrepancy between the Goods ordered and the Goods delivered.

Director means a statutory director of DGC Wholesale and Ventures Ltd in office at the relevant time.

Director-Approved Return Authorisation or DARA means a written return authorisation which:

(a) expressly states that it is a Director-Approved Return Authorisation;

(b) identifies the Buyer, Order, Goods, quantities and, where applicable, serial numbers;

(d) states the authorised return address and deadline;

(e) states the applicable conditions, charges and inspection requirements;

(f) states whether any proposed credit is fixed, provisional or conditional; and

(g) is signed by a Director or issued through the Seller's returns system following recorded approval by a Director.

Discretionary Return means any proposed return which does not arise from a Transit Damage Claim, Delivery Discrepancy Claim, Warranty Claim or other non-conformity claim accepted by the Seller.

End User means the Buyer's customer, client, recipient, user, site, project, employee, contractor or other person or entity to whom the Buyer sells, supplies, installs, provides, delivers or arranges delivery of the Goods.

End User Delivery means delivery of Goods directly to an End User address, customer address, project address, site address or other address nominated by the Buyer.

Goods means any products, hardware, equipment, accessories, components, software, licences, subscriptions, warranties, support packages, services, digital items, cloud services or other items supplied or to be supplied by the Seller.

Manufacturer means the manufacturer, vendor, brand owner, service agent, distributor, warranty provider, authorised repair centre, supplier or other third party responsible for the relevant product warranty, support, repair, replacement, DOA process, service process or technical support.

Order means any request, order, purchase order, basket submission, account portal submission, email instruction, telephone instruction or other instruction from the Buyer to purchase Goods.

Seller, we, us or our means DGC Wholesale and Ventures Ltd, company number 11067198, trading as Itelico AV.

Transit Damage Claim means a claim that Goods were physically damaged, lost or adversely affected during a delivery arranged by the Seller.

Unauthorised Return means Goods sent, delivered or tendered back to the Seller, a supplier, a Manufacturer, a carrier or any other person without a valid DARA covering those Goods.

Warranty Claim means a claim that Goods have a manufacturing, material, performance or other product fault which may be covered by a Manufacturer warranty, DOA, repair, replacement or support process.

Website means ItelicoAV.co.uk and any related account portal, quotation portal, ordering platform, product feed, catalogue, pricing page or online service operated by or on behalf of the Seller.

Working Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Writing or written includes email, an online account message, support ticket, portal message, electronic acceptance, electronic signature or letter. A purported approval of a return is valid only if it satisfies the definition of a DARA.

1.2 References to hours mean consecutive clock hours, including weekends and public holidays.

1.3 References to the singular include the plural and vice versa.

1.4 References to persons include companies, partnerships, unincorporated bodies, public bodies and other legal or commercial entities.

1.5 Headings are for convenience only and do not affect interpretation.

1.6 A reference to a statute or statutory provision includes that statute or provision as amended, extended, re-enacted or replaced from time to time.

1.7 The words including, include, in particular and similar expressions are illustrative and do not limit the words preceding them.

2. BASIS OF SALE

2.1 These Conditions apply to every Contract between the Seller and the Buyer.

2.2 The Seller is a trade-only business-to-business supplier.

2.3 The Seller does not sell to consumers, private individuals or persons purchasing wholly or mainly outside their trade, business, craft or profession.

2.4 By applying for an Account, accepting a quotation, placing an Order, ticking an acceptance box, submitting a basket, paying an invoice or accepting delivery, the Buyer confirms that it is acting wholly for business purposes.

2.5 The Buyer confirms that it is not purchasing as a consumer and that consumer cancellation and cooling-off rights do not apply.

2.6 If the Buyer is a sole trader or individual partner, that person must be at least 18 years old.

2.7 Goods displayed on the Website, in a feed, quotation, email, catalogue, price list or other communication are an invitation to treat only and are not an offer capable of acceptance by the Buyer.

2.8 Each Order placed by the Buyer is an offer to purchase Goods on these Conditions.

2.9 These Conditions apply to the exclusion of any terms or conditions submitted, proposed or imposed by the Buyer, whether contained in a purchase order, procurement portal, supplier onboarding document, email, trading document or otherwise.

2.10 Acceptance of an Order by the Seller does not constitute acceptance of the Buyer's terms and conditions.

2.11 If the Buyer requires cancellability, return rights, a higher liability cap or any other departure from these Conditions, it must request and agree that departure in writing before placing the relevant Order. Any agreed departure may be subject to an additional charge and is binding only if signed by a Director.

3. TRADE ACCOUNT APPLICATIONS AND AUTHORITY

3.1 The Buyer may apply for a trade Account through the Website or by another method accepted by the Seller.

3.2 The Seller may approve, reject, suspend, restrict or close any Account at its discretion.

3.3 By submitting an Account application, the person submitting it represents and warrants that they are a director, partner, sole trader, owner, employee, officer, agent or other person authorised to apply for and operate the Account on behalf of the Buyer and to bind the Buyer to these Conditions.

3.4 The Buyer is responsible for ensuring that only Authorised Users access or use the Account.

3.5 The Seller may rely on an Account application, tick-box acceptance, Order, instruction, basket submission, delivery address, purchase order, email or other communication submitted through the Account or by a person who reasonably appears to be acting for the Buyer.

3.6 The Buyer must notify the Seller immediately in writing if any person ceases to be authorised to act for the Buyer.

3.7 The Buyer is responsible for all Orders placed through its Account and for keeping all login details and passwords secure.

3.8 The Buyer must notify the Seller immediately in writing of suspected unauthorised Account use.

4. ELECTRONIC ACCEPTANCE AND CONTRACT RECORDS

4.1 These Conditions may be accepted electronically.

4.2 Tick-box acceptance, Account application submission, basket submission, checkout submission, Order submission, email confirmation, electronic signature, portal acceptance, payment or other electronic acceptance is binding on the Buyer.

4.3 The Buyer acknowledges that these Conditions are made available on the Website and is responsible for reading and retaining a copy before applying for an Account or placing an Order.

4.4 The version of these Conditions in force when the Seller accepts an Order applies to that Order unless otherwise agreed in writing by a Director.

4.5 The Seller may retain records of Account applications, tick-box acceptances, Orders, quotations, terms versions, IP addresses, user agents, timestamps, product-specific acknowledgements and related evidence.

4.6 A privacy notice is not a contract and is not accepted as a condition of purchase. Any consent required for cookies or marketing will be requested separately from acceptance of these Conditions.

5. ORDERS AND CONTRACT FORMATION

5.1 Each Order is an offer by the Buyer to buy Goods subject to these Conditions.

5.2 The Seller may accept or reject any Order at its discretion.

5.3 An automated order-receipt message, acknowledgement that an Order has been received, pro-forma invoice, request for payment or receipt of BACS funds does not by itself constitute acceptance.

5.4 A Contract is formed only when the Seller:

(a) issues a written order acceptance or order confirmation which expressly confirms acceptance;

(b) notifies the Buyer that the Order has been committed to a supplier or entered into fulfilment;

(d) otherwise expressly confirms acceptance in writing.

5.5 If the Seller rejects an Order after receiving payment, it will return the relevant payment to the originating bank account or another verified account nominated by the Buyer, without interest and subject to any lawful set-off.

5.6 The Seller may reject, cancel, hold, amend or delay an Order before acceptance where Goods are unavailable, stock data is inaccurate, a supplier or Manufacturer changes availability, there is a pricing or listing error, payment has not cleared, information is incomplete, the Order appears fraudulent or unlawful, vendor approval is required, sanctions or compliance checks are incomplete, or the Seller reasonably considers it appropriate.

5.7 The Buyer is responsible for ensuring every Order is complete and accurate, including product codes, quantities, prices, delivery details, contact details, End User details, project details and special requirements.

5.8 The Seller is not responsible for losses, delay, failed delivery, return charges, supplier charges, restocking charges or cancellation charges caused by inaccurate, incomplete or unclear information supplied by the Buyer.

6. QUOTATIONS, PRICES AND VAT

6.1 Prices are those quoted by the Seller or displayed through the Buyer's Account, subject to correction for errors.

6.2 Unless stated otherwise, prices exclude VAT, delivery, carriage, insurance, packaging, import duties, export charges, customs charges, environmental charges, recycling charges and other applicable fees or taxes.

6.3 A quotation is valid only for the period stated. If no period is stated, it is valid for seven calendar days unless withdrawn earlier.

6.4 The Seller may withdraw or amend a quotation before accepting an Order.

6.5 The Seller may correct pricing, stock, product, feed, catalogue, quotation, invoice, Website or clerical errors without liability.

6.6 If a pricing error is discovered after an Order is submitted but before acceptance, the Seller may reject the Order, request payment of the correct price or refund payment already made.

6.7 Prices may change before acceptance because of supplier pricing, exchange rates, duties, taxes, carriage, availability, vendor support or other costs outside the Seller's reasonable control.

6.8 The Buyer must pay VAT and other applicable taxes at the rate and in the manner required by law.

7. PAYMENT

7.1 All payments are by BACS in advance unless a Director expressly agrees otherwise in writing.

7.2 The Seller does not accept credit card payments and does not offer credit facilities.

7.3 The Seller is not obliged to reserve or allocate stock, order from a supplier, dispatch Goods or arrange delivery until full cleared payment has been received.

7.4 Payment must be made in pounds sterling unless otherwise agreed in writing.

7.5 The Buyer is responsible for bank charges, transfer fees, currency conversion costs and other payment costs.

7.6 Payment must be made in full without set-off, counterclaim, deduction or withholding, except where required by law.

7.7 The Buyer's obligation to pay is not dependent on payment by any End User, customer or third party.

7.8 Additional delivery, return, failed-delivery, storage, inspection, cancellation, supplier, re-delivery, restocking or other sums due under these Conditions are payable immediately on demand.

7.9 If a sum is overdue, the Seller may suspend or cancel an Order, suspend or close the Account, withhold dispatch or delivery, charge statutory interest and fixed compensation under applicable late-payment legislation, and recover reasonable debt-recovery costs.

7.10 The Seller may allocate a payment received from the Buyer against any amount due in any order it chooses.

8. CANCELLATION BY THE BUYER

8.1 Once accepted, an Order may not be cancelled by the Buyer unless the Seller issues written agreement signed by a Director.

8.2 A Director may refuse a cancellation request at their absolute discretion.

8.3 Where cancellation is approved, the Buyer must pay all supplier charges, cancellation fees, restocking charges, handling charges, administration costs, loss of value, loss of profit and other costs arising from the cancellation.

8.4 The following Orders are non-cancellable once accepted: Commercial Display Products; special-order Goods; custom-built or configured Goods; non-stock Goods ordered for the Buyer; Goods which the supplier will not permit the Seller to cancel; dispatched Goods; software; licences; subscriptions; cloud services; digital products; electronically delivered Goods; vendor-bid, project-priced or deal-registered Goods; clearance Goods; end-of-life Goods; and Goods stated to be non-cancellable or non-refundable.

8.5 An End User's cancellation, change of mind, project delay, project cancellation, funding withdrawal, refusal or non-payment does not entitle the Buyer to cancel an Order.

9. DELIVERY

9.1 Delivery dates and times are estimates only. Time for delivery is not of the essence unless expressly agreed in writing by a Director.

9.2 The Seller may deliver in instalments, each of which may be treated as a separate Contract.

9.3 The Seller may use third-party carriers, suppliers, distributors, warehouses, fulfilment partners and Manufacturers.

9.4 Delivery will be made to the Delivery Address supplied by the Buyer and accepted by the Seller.

9.5 The Buyer must ensure the Delivery Address is complete, accurate, safe, accessible and suitable, and that a person with authority is available to accept delivery.

9.6 The Seller and carrier may treat a person who appears to have authority at the Delivery Address as authorised to accept delivery.

9.7 Unless expressly agreed otherwise, delivery is to the kerbside, threshold, loading bay, reception, goods-in area or another location reasonably selected by the carrier.

9.8 Room-of-choice delivery, unpacking, installation, removal of packaging, timed delivery, booking-in, tail-lift, two-person handling, lifting, craneage, specialist handling or enhanced delivery is not included unless expressly stated in the accepted Order.

9.9 The Buyer is responsible for unloading, lifting, moving, unpacking, inspecting, storing and installing Goods and for providing competent personnel and suitable handling equipment.

9.10 Before ordering, the Buyer must notify the Seller of restricted access, stairs, lifts, loading restrictions, delivery-booking requirements, weight limits, delivery windows, permits, security arrangements and any need for specialist handling.

9.11 The Buyer is responsible for all additional costs caused by failed or refused delivery, re-delivery, inaccurate information, inaccessible premises, unavailable recipients, booking failure, waiting time, storage, parking, congestion or clean-air charges, site restrictions, customs delay, End User acts or omissions or another issue not caused directly by the Seller.

9.12 A failed, refused or missed delivery does not cancel the Contract or entitle the Buyer to a refund.

9.13 The Seller is not liable for delay caused by carriers, suppliers, Manufacturers, customs, shortages, weather, strikes, traffic, site restrictions, inaccurate information, Buyer or End User acts or omissions or events outside the Seller's reasonable control.

10. END USER DELIVERY

10.1 The Seller may, at the Buyer's request, arrange End User Delivery solely as a delivery service for the Buyer.

10.2 The Buyer remains the Seller's sole customer and contracting party. The Seller has no sales contract with an End User.

10.3 The Seller does not undertake to provide an End User with sales, refund, return, cancellation, installation or general customer-service support.

10.4 The Buyer is solely responsible for its contract and relationship with each End User and for all consumer-protection, product-information, cancellation, refund, return, installation, warranty, after-sales and other obligations it owes to that End User.

10.5 The Buyer must ensure that each End User follows the delivery, inspection, damage-reporting, shortage-reporting, packaging and warranty requirements in these Conditions.

10.6 An act, omission, signature, refusal, delay or communication by an End User is treated as an act, omission, signature, refusal, delay or communication by the Buyer for the purposes of the Contract.

10.7 The Buyer must not represent that the Seller is the End User's seller, contracting party, warranty provider or customer-service provider.

10.8 The Buyer must not direct an End User to contact the Seller about sales, refunds, returns, cancellations or general customer service unless the Seller agrees in writing. This does not prevent an End User from contacting the Seller about personal-data rights, product safety or where a Manufacturer process requires direct contact.

10.9 The Buyer indemnifies the Seller against claims, losses, liabilities, costs and expenses arising from the Buyer's relationship with an End User, except to the extent caused by the Seller's breach of Contract, negligence, fraud, fraudulent misrepresentation or other liability which cannot lawfully be excluded.

11. RISK AND TITLE

11.1 Where delivery is arranged by the Seller, risk passes to the Buyer when delivery is completed at the Delivery Address, including delivery to an End User address nominated by the Buyer.

11.2 Where the Buyer or its nominated carrier collects the Goods, risk passes when the Goods are handed to the Buyer, its representative or nominated carrier.

11.3 Title passes only when the Seller has received full cleared payment for the Goods and all other sums due in connection with the relevant Order, and delivery has occurred, whichever is later.

11.4 Until title passes, the Buyer must hold the Goods as bailee, keep them identifiable where reasonably practicable, safely stored, insured and protected from damage, and must not pledge or charge them.

11.5 The Buyer may resell Goods in the ordinary course of business before title passes, acting as principal and not as the Seller's agent.

11.6 The Seller may recover Goods to which title has not passed if the Buyer fails to pay, becomes insolvent, ceases or threatens to cease trading, breaches these Conditions or the Seller reasonably believes the Goods are at risk.

11.7 To the extent permitted by law, the Buyer grants the Seller and its agents permission to enter premises where Goods owned by the Seller are stored to inspect or recover them.

12. INSPECTION ON DELIVERY

12.1 The Buyer or End User must inspect the shipment and outer packaging immediately on delivery.

12.2 The Buyer or End User must check the parcel or pallet count, packaging integrity, visible external condition, product labels and apparent identity of the Goods before signing.

12.3 Visible damage or shortage must be clearly recorded on the carrier's proof of delivery. Where appropriate, the delivery must be refused or signed clearly as DAMAGED or SHORT.

12.4 The Buyer or End User must not use wording such as unchecked or unexamined as a substitute for recording visible damage. If a carrier refuses to permit a qualification, the Buyer must notify the Seller immediately in writing.

12.5 The Buyer is responsible for ensuring that every End User understands and follows these requirements.

12.6 A proof of delivery, carrier photograph, GPS record, scan or signature is evidence that delivery occurred. A clean proof of delivery is evidence of the shipment's apparent external condition at delivery, but does not by itself prove that concealed damage did not exist.

13. COMMERCIAL DISPLAY PRODUCTS: SELECTION, SITE AND INSPECTION

13.1 Commercial Display Products are high-value, fragile and often serialised products which may be subject to specialist freight, supplier return restrictions, rapid model changes, project pricing and substantial loss of value once allocated or moved. The price and availability offered by the Seller reflect the allocation of risk in these Conditions.

13.2 Before placing an Order, the Buyer is solely responsible for verifying:

(a) the model, product code, screen size, dimensions and weight;

(b) landscape, portrait, face-up, face-down and other orientation requirements;

(d) brightness, contrast, resolution, viewing angle and image requirements;

(e) the Manufacturer's pixel-defect, panel-tolerance, image-retention and burn-in policies;

(f) VESA, mounting, stand, structural and loading requirements;

(g) power, cabling, data, network, control and connectivity requirements;

(h) ventilation, temperature, humidity and environmental requirements;

(i) site access, unloading, lifting, storage and installation requirements;

(j) software, firmware and content-management compatibility; and

(k) suitability for the intended End User, site, installation and application.

13.3 The Buyer is responsible for carrying out an adequate site survey and compatibility assessment before ordering.

13.4 Incorrect selection, project cancellation, End User refusal, site-access problems, inability to install, inadequate power or network provision, incompatible mounting, unsuitable brightness, incorrect orientation or duty cycle, or failure to carry out a site survey does not entitle the Buyer to cancel or return a Commercial Display Product.

13.5 The Buyer must ensure that each Commercial Display Product is, using competent personnel and suitable handling equipment:

(a) unboxed within 72 hours of delivery;

(b) visually inspected for damage to the panel, bezel, chassis and accessories within that period; and

13.6 Inspection must not be postponed until the planned installation date or until an installation engineer is otherwise scheduled to attend.

13.7 The Buyer must retain the complete original packaging, pallet, panel protectors, edge protectors, supports and transit materials for at least 30 days after delivery, throughout any notified claim, and for any longer period required by the Manufacturer's warranty process.

13.8 Failure to carry out the required inspection or retain the packaging may prevent or prejudice a Transit Damage Claim, Delivery Discrepancy Claim or Warranty Claim.

13.9 The Seller may require a product-specific checkout acknowledgement for a Commercial Display Product. That acknowledgement supplements and does not replace these Conditions.

14. DAMAGE IN TRANSIT

14.1 A Transit Damage Claim must be notified to the Seller in writing within 72 hours of delivery.

14.2 The notice must include the Order and invoice references, Delivery Address, date and approximate time of delivery, carrier and tracking details, whether delivery was refused or accepted, proof-of-delivery details, photographs of the outer and inner packaging, photographs of the damaged Goods, serial numbers and a clear description of the damage.

14.3 The Buyer or End User must retain the Goods and all packaging for inspection.

14.4 The Goods must not be installed, used beyond a basic inspection or test, repaired, altered, disposed of, returned or moved from the Delivery Address without written instructions from the Seller.

14.5 The Seller may reject a Transit Damage Claim if it is notified late, evidence or packaging is missing, the Goods have been installed or materially used, visible damage was signed for clean, carrier requirements were not followed, or the Seller, carrier, supplier or Manufacturer has been prejudiced by the Buyer's failure.

14.6 If the Buyer proves that damage could not reasonably have been discovered despite compliance with clauses 12 and 13, the Seller will consider a later claim, but may reject it to the extent that delay has prejudiced investigation or recovery from the carrier or supplier.

14.7 If a Transit Damage Claim is accepted, the Seller may arrange repair, replacement or credit of the affected Goods, subject to availability and the applicable carrier, supplier or Manufacturer process.

14.8 Original delivery charges, failed-delivery charges, additional carriage charges and re-delivery charges are not refundable unless the Seller expressly agrees otherwise or applicable law requires otherwise.

15. SHORTAGES, MISSING ITEMS AND INCORRECT GOODS

15.1 A Delivery Discrepancy Claim must be notified to the Seller in writing within 72 hours of delivery.

15.2 The notice must include the Order reference, Delivery Address, delivery date, carrier and tracking details, photographs of packaging and labels, details of what was received and what is missing or incorrect, serial numbers and proof-of-delivery details.

15.3 If the Buyer does not notify the Seller within the required period, the Goods are deemed delivered in full and correct, except where the Buyer proves the discrepancy could not reasonably have been identified within that period and delay did not prejudice the Seller.

15.4 Incorrect Goods must not be opened beyond what is reasonably necessary to identify them, installed, used, marked, registered or activated without the Seller's written instructions.

15.5 If a Delivery Discrepancy Claim is accepted, the Seller may replace the affected Goods, supply the missing Goods or issue a credit for the affected Goods.

15.6 If the Buyer or an End User receives more Goods than are shown on the accepted Order or delivery documents, the Buyer must notify the Seller in writing within 72 consecutive hours of delivery. The Buyer must keep the additional Goods separately identified, secure, complete and unused.

15.7 Until the Seller gives written instructions, the Buyer must not use, install, activate, register, resell, transfer, dispose of or otherwise deal with additional Goods. If the Buyer or an End User does so, or does not give the required notice, the Seller may invoice the Buyer for those Goods at the Contract price or, if no Contract price is identifiable, the Seller's current price, together with applicable VAT and reasonable costs caused by the Buyer's act or omission.

15.8 The Seller may arrange collection of additional Goods or give written return directions. The Buyer must comply with those directions and preserve all packaging, accessories, labels and serial-number information. Where the over-delivery was caused solely by the Seller and the Buyer has complied with this clause, the Seller will meet reasonable collection or return-carriage costs which it has approved in writing.

16. LOST IN TRANSIT

16.1 Goods are not deemed lost in transit unless the Seller, supplier or carrier has investigated and confirmed loss.

16.2 The Buyer must notify the Seller promptly if Goods have not arrived by the expected date and must cooperate with all investigations.

16.3 Tracking, proof of delivery, a carrier photograph, GPS record, signature or scan indicating delivery to the Delivery Address is evidence of delivery unless the Buyer provides clear contrary evidence.

16.4 If Goods are confirmed lost, the Seller may replace them or issue a credit for the affected Goods, subject to availability and any carrier or supplier process.

16.5 If Goods for which the Seller has supplied a replacement or issued a credit under clause 16.4 are subsequently delivered to, found by or recovered by the Buyer or an End User, the Buyer must notify the Seller immediately. At the Seller's option and written instruction, the Buyer must either return those Goods in their original packaging and condition at the Buyer's cost and risk, or pay the original Contract price for them. The Seller may reverse any credit issued or raise an invoice to give effect to this clause.

17. RETURNS AND COMMERCIAL DISPLAY PRODUCTS

17.1 The Buyer has no contractual right to return Goods because they are unwanted, no longer required, surplus, incorrectly ordered, incorrectly specified, unsuitable for the Buyer's or End User's project, incompatible with other equipment, refused by an End User, or because a project, installation or customer order has been cancelled, delayed or changed.

17.2 Every Commercial Display Product is non-cancellable once the relevant Order has been accepted and is non-returnable.

17.3 Clause 17.2 applies whether or not the Commercial Display Product is a stock item, unopened, unused, held by the Seller or a supplier, capable of resale, or still displayed as available on the Website.

17.4 No Discretionary Return is permitted unless the Seller has issued a valid DARA.

17.5 The Seller is under no obligation to issue a DARA. A Director may approve or refuse a request at their absolute discretion.

17.6 No employee, salesperson, account manager, customer-service representative, warehouse operator, carrier, supplier, distributor, Manufacturer, service agent or other person has authority to approve a return on behalf of the Seller unless a valid DARA is issued following recorded approval by a Director.

17.7 The Buyer must not rely on an oral statement, informal email, support message, supplier approval, Manufacturer RMA, service ticket, courier label, collection booking or other communication as authority to return Goods unless it forms part of a valid DARA.

17.8 A DARA:

(a) applies only to the Goods and quantities expressly identified;

(b) is subject to every condition stated in it;

(d) does not establish a course of dealing or entitlement for any other Order; and

(e) does not guarantee a credit unless it expressly states that a fixed and unconditional credit has been approved.

17.9 Goods returned under a DARA must be returned by the deadline and to the address stated in it. Unless the DARA states otherwise, they must be unopened, unused, uninstalled, unpowered, unregistered, unactivated, complete and in original, clean, unmarked and undamaged Manufacturer packaging, with all pallets, supports, protective materials, accessories, manuals, cables, remote controls, licences, seals, labels and documentation intact.

17.10 The Buyer is responsible for return carriage, specialist transport, insurance, packaging, loading, unloading and all risk in transit unless the DARA expressly states otherwise.

17.11 Risk in and title to returned Goods remain with the Buyer unless and until the Seller confirms in writing that the Goods have passed inspection and have been finally accepted as a return.

17.12 Receipt of Goods, acceptance of a delivery, collection by the Seller or its carrier, signature of a carrier document, issue of a return number, or placement of Goods in quarantine does not constitute acceptance of the return or an agreement to issue a credit.

17.13 The Seller may open, inspect, test and photograph returned Goods and may refer them to a supplier, Manufacturer or specialist for inspection.

17.14 Unless a DARA expressly provides for a fixed and unconditional credit, any credit for a Discretionary Return is limited to the net amount actually recovered by the Seller through an upstream supplier or Manufacturer credit or through an arm's-length resale, capped at the net product price paid by the Buyer.

17.15 The Seller may deduct from a proposed credit all outbound delivery, failed-delivery, collection, return carriage, insurance, handling, inspection, testing, repalletisation, replacement-packaging, storage, supplier, Manufacturer, restocking, refurbishment, repair, missing-item and administration costs, together with any reduction in value.

17.16 No conditional credit becomes due until the Goods have passed inspection, the Seller has received the corresponding supplier or Manufacturer credit in cleared and unconditional form or cleared resale proceeds, and all amounts owed by the Buyer in connection with the return have been paid or deducted.

17.17 Original delivery, expedited delivery, booking-in, specialist delivery, failed-delivery, return carriage and re-delivery charges are not refundable in connection with a Discretionary Return.

17.17A Approved credits will be applied to your account for use against future orders.

17.18 Goods sent or tendered without a valid DARA are Unauthorised Returns. The Seller may refuse delivery of an Unauthorised Return.

17.19 If the Seller takes possession of an Unauthorised Return, it may hold the Goods at the Buyer's risk and cost, require the Buyer to collect them, return them to the Buyer at the Buyer's cost, and charge reasonable handling and storage costs.

17.20 If the Buyer fails to collect or provide satisfactory delivery instructions for an Unauthorised Return after written notice, the Seller may exercise its rights in relation to uncollected goods in accordance with applicable law, including the Torts (Interference with Goods) Act 1977.

17.21 Nothing in this clause prevents the Buyer from making a properly evidenced Transit Damage Claim, Delivery Discrepancy Claim, Warranty Claim or other claim which cannot lawfully be excluded. No such claim authorises the Buyer to send Goods back without a DARA. Where applicable law requires a physical return or other remedy which cannot be excluded, the Seller will provide a DARA or equivalent Director-approved written directions within a reasonable period, and the Buyer must follow those directions.

18. RETURN TO SENDER, REFUSED AND UNDELIVERABLE ORDERS

18.1 If Goods are returned to sender, refused, undeliverable, not collected, incorrectly addressed or rejected by the recipient through no fault of the Seller, the Buyer remains liable for the Contract price and all resulting costs.

18.2 The Seller may require the Buyer to pay for re-delivery, require collection by the Buyer, store the Goods at the Buyer's cost or take another reasonable step.

18.3 A refused or failed delivery does not create a right to cancel or a right to credit, including where the Goods are Commercial Display Products.

18.4 A Director may, at their absolute discretion, authorise cancellation and a discretionary credit by issuing a DARA or other signed written approval. Any such credit is limited to the product element approved by the Director and is subject to inspection and all deductions under clause 17. Delivery charges are not refundable.

18.5 No credit will be given for Goods which are lost, damaged, opened, used, incomplete, activated, registered, altered or no longer in resale condition following failed delivery or return to sender, except where a Director expressly approves otherwise.

19. FAULTY GOODS, DOA AND MANUFACTURER WARRANTY

19.1 The Buyer acknowledges that the Seller is not the manufacturer of the Goods.

19.2 Product faults, warranty issues, DOA issues, repairs, replacements and technical support must first be handled in accordance with the relevant Manufacturer's warranty, service, support, DOA, repair, replacement or returns process.

19.3 The Seller does not provide an independent extended or enhanced product warranty unless expressly stated in an accepted Order.

19.4 To the fullest extent permitted by law and reasonable under the Unfair Contract Terms Act 1977, the Seller's responsibility in respect of faulty Goods is limited to passing on and administering for the Buyer the benefit of any warranty, remedy, repair, replacement, credit or support process made available to the Seller by the Manufacturer, supplier, distributor, service agent or warranty provider.

19.5 At delivery, the Goods will correspond in all material respects with the agreed product code and any specification expressly incorporated into the accepted Order. A Manufacturer may make non-material changes to packaging, firmware, accessories, appearance or specification. The Seller will not substitute a materially different product without the Buyer's written agreement.

19.6 Except as expressly stated in these Conditions, and to the fullest extent permitted by law and reasonable under the Unfair Contract Terms Act 1977, terms, conditions and warranties implied by sections 13 to 15 of the Sale of Goods Act 1979 or otherwise in relation to quality, fitness, performance, compatibility, durability, design or suitability are excluded. Nothing in this clause excludes an obligation as to title which cannot lawfully be excluded or a liability preserved by clause 32.1.

19.7 If an exclusion or limitation in clause 19.4 or 19.6 is not effective, the Seller's obligation is, to the extent permitted by law, limited at its option to procuring repair, replacement or credit of the affected Goods, subject to clause 32.

19.8 The Buyer is responsible for checking suitability and compatibility before ordering.

19.9 The Buyer or End User may be required to contact the Manufacturer, vendor, service agent or warranty provider directly. The Buyer is responsible for arranging that contact where necessary.

19.10 The Buyer must follow, and ensure that the End User follows, all Manufacturer instructions, including troubleshooting, diagnostic checks, serial-number verification, firmware updates, photographic evidence, proof-of-purchase requirements, ticket creation, packaging requirements and return procedures.

19.11 Assistance by the Seller is administrative and does not make the Seller responsible for a Manufacturer's decision, timescale, repair, replacement, credit, rejection or support process.

19.12 A Manufacturer authorisation, RMA, service reference, return label or support ticket is not a DARA and does not guarantee a credit, refund or replacement from the Seller.

19.13 A Manufacturer may choose on-site service, return-to-base repair, parts, repair, refurbished replacement, equivalent replacement or another warranty remedy. The Buyer has no entitlement to an advance replacement, new-for-old replacement, loan unit, immediate credit or refund unless the applicable process or the Seller expressly provides one.

19.14 The following do not constitute faults to the extent they fall within the relevant Manufacturer's published specifications, tolerances or exclusions:

(a) dead, bright, stuck or sub-pixel behaviour;

(b) colour, luminance or uniformity variation;

(d) image retention or burn-in resulting from static or insufficiently varied content;

(e) performance arising from use outside the rated duty cycle;

(f) use in an unauthorised orientation;

(g) inadequate ventilation or environmental control;

(h) incorrect mounting, cabling, power, firmware or configuration; or

(i) incompatibility which the Buyer was responsible for checking.

19.15 The Seller may refuse a Warranty Claim where Goods have been misused, incorrectly installed, modified, damaged after delivery, used outside specification, used with incompatible equipment, repaired by an unauthorised person, used contrary to Manufacturer instructions, exposed to power surge, liquid, impact, environmental damage, neglect or abuse, or used with incorrect power, mounting, cabling, software, firmware or accessories.

19.16 Goods must not be returned in connection with a Warranty Claim unless a valid DARA is issued, except where applicable law requires otherwise. A Manufacturer RMA or instruction does not replace the requirement for a DARA from the Seller.

19.17 Goods authorised for return must be packed and returned exactly as instructed, with all required packaging, accessories and documentation.

19.18 The Seller may inspect, test or arrange testing of Goods claimed to be faulty.

19.19 If no fault is found, the claimed condition falls within Manufacturer tolerance, or the fault is excluded from warranty, the Seller may reject the claim and charge inspection, testing, handling, collection, return carriage, storage and supplier or Manufacturer costs.

19.20 If a genuine fault is accepted, the Seller may, subject to the applicable process and availability, arrange repair, replacement or credit.

19.21 The Buyer must collect or accept return of rejected Goods within 14 days of notice. If it fails to do so, the Seller may store the Goods at the Buyer's cost and, after appropriate notice, exercise applicable rights concerning uncollected goods, including rights under the Torts (Interference with Goods) Act 1977.

19.22 The Seller is not liable for labour, installation, de-installation, configuration, data loss, substitute equipment, engineer attendance, End User compensation, downtime or business interruption arising from faulty Goods, except to the extent liability cannot lawfully be excluded or restricted.

20. SOFTWARE, LICENCES, SUBSCRIPTIONS AND DIGITAL PRODUCTS

20.1 Software, licences, subscriptions, activation keys, digital products, cloud services and electronically delivered Goods are supplied subject to relevant vendor terms.

20.2 The Buyer is responsible for complying with vendor terms and ensuring End User compliance.

20.3 Such Goods are non-cancellable and non-refundable unless a Director expressly agrees otherwise in writing, the vendor permits it, or applicable law requires it.

20.4 The Buyer is responsible for accurate End User details, email addresses, domains, tenant details, licence quantities, subscription terms and renewal information.

20.5 The Seller is not liable for incorrect activation, inaccurate End User details, vendor-portal errors, activation delays, renewal issues, auto-renewal charges or failure by the Buyer or End User to comply with vendor terms, except to the extent liability cannot lawfully be excluded.

20.6 Software and digital products are supplied as is except to the extent stated by the vendor or required by law.

20.7 The Buyer must not copy, modify, reverse engineer, decompile, disassemble, distribute or misuse software except as permitted by applicable licence terms.

21. VENDOR, PASS-THROUGH AND SPECIAL-BID TERMS

21.1 Goods may be subject to Manufacturer, vendor, supplier, distributor or third-party terms.

21.2 The Buyer agrees to comply with all applicable pass-through terms and to ensure required terms are passed to and accepted by its End User.

21.3 Where Goods are supplied under special, project, bid, tender, deal-registration or End User-specific pricing, the Buyer must provide accurate End User information and comply with all applicable conditions.

21.4 Goods supplied under End User-specific pricing must not be resold to another customer unless authorised.

21.5 If a supplier or Manufacturer withdraws, rejects, claws back or reverses a discount, rebate, allowance or special price because of the Buyer's act or omission, the Buyer must reimburse the Seller immediately on demand.

21.6 The Seller may invoice the Buyer for the difference between special and standard pricing and all resulting losses, charges, penalties, costs and expenses.

22. PRODUCT INFORMATION AND SUITABILITY

22.1 Product descriptions, images, dimensions, weights, compatibility information, stock data, availability and delivery estimates are general guidance only.

22.2 The Seller relies on information supplied by Manufacturers, vendors, suppliers, distributors and third-party data providers.

22.3 The Buyer is responsible for verifying that Goods are suitable for the intended purpose before ordering.

22.4 The Seller is not liable for a non-material error, omission, specification change, image discrepancy, Manufacturer change, compatibility issue or discontinued feature unless caused by fraud or unless liability cannot lawfully be excluded.

22.5 Advice given by the Seller is in good faith but must be independently verified by the Buyer before reliance.

23. PRODUCT SAFETY, TRACEABILITY AND RECALLS

23.1 The Buyer must retain adequate records to identify the recipient, delivery location and serial number of Goods supplied onward where reasonably necessary for product safety, warranty or recall purposes.

23.2 The Buyer must notify the Seller immediately of a suspected safety defect, serious incident, regulatory concern, product recall or corrective-action request involving the Goods.

23.3 The Buyer must promptly pass on and comply with any safety warning, stop-use notice, recall instruction, corrective-action request or other product-safety communication issued by the Seller, Manufacturer or competent authority.

23.4 The Buyer must cooperate with traceability, investigation, recovery, repair, replacement, recall and regulatory action, and must provide relevant End User contact or location information where lawful and reasonably necessary.

23.5 The Buyer must not alter or remove serial numbers, safety labels, conformity marks, warnings or traceability information.

23.6 As between the Seller and the Buyer, and to the fullest extent permitted by law, the Buyer is solely responsible at its own cost and risk for the collection, removal, storage, transport, treatment, recovery, recycling and disposal of Goods and associated packaging when they reach end of life. The Buyer must ensure that its End Users meet the same responsibilities in relation to Goods supplied onward by the Buyer.

23.7 The Seller does not provide, arrange or accept a take-back, collection, removal, recycling or disposal service for end-of-life Goods or packaging. The Seller will not accept end-of-life Goods unless it has issued a valid DARA for a separate return, repair, warranty or other claim, or acceptance is required by law.

23.8 Nothing in this clause excludes or restricts an obligation which cannot lawfully be excluded or restricted.

24. EXPORT, IMPORT, SANCTIONS AND COMPLIANCE

24.1 The Buyer is responsible for export control, import control, sanctions, customs, tax, licensing and regulatory requirements applicable to the Goods.

24.2 The Buyer must not sell, export, re-export, transfer, ship, supply or make Goods available in breach of law, sanctions, embargoes, vendor restrictions or Manufacturer requirements.

24.3 The Seller may refuse, cancel, suspend or delay an Order where fulfilment may breach law or a compliance requirement.

24.4 The Buyer is responsible for customs declarations, duties, taxes, licences, certifications and approvals for onward supply, export or import.

24.5 The Buyer indemnifies the Seller against claims, penalties, losses and costs arising from the Buyer's breach of this clause, except to the extent caused by the Seller's breach, negligence, fraud or other non-excludable liability.

25. DATA PROTECTION

25.1 Each party must comply with applicable data-protection law.

25.2 Where the Buyer provides personal data relating to an End User, delivery recipient or other person, the Buyer warrants that it has a lawful basis to provide that data and has supplied all privacy information which it is responsible for providing.

25.3 Before submitting an End User's delivery details, the Buyer must make the Seller's End-User Delivery Privacy Notice or full Privacy Policy readily available to that person unless a lawful exemption applies.

25.4 The Buyer must not provide unnecessary personal data or special-category data to the Seller.

25.5 The Seller may process and disclose necessary Buyer and End User details to suppliers, Manufacturers, carriers, warehouses, fulfilment partners and service providers for Order fulfilment, delivery, claims, warranty, product safety, recalls, fraud prevention, legal compliance and related administration, in accordance with its Privacy Policy.

25.6 Unless the parties enter a separate written data-processing agreement for a specified activity, each party acts as an independent controller for the processing it determines.

26. WEBSITE, ACCOUNT AND SECURITY

26.1 Account access, pricing, product feeds, stock feeds, portals, APIs and other online services are provided at the Seller's discretion and may be suspended or withdrawn.

26.2 The Buyer must keep login details secure, use appropriate passwords and notify the Seller immediately of suspected misuse.

26.3 The Seller does not guarantee uninterrupted Website, feed, portal or API availability.

26.4 Product, stock and pricing data may be changed, corrected or withdrawn at any time.

27. CONFIDENTIALITY

27.1 Pricing, discounts, Account access, supplier information, feeds, commercial arrangements, special-bid details, project pricing and non-public information supplied by the Seller are confidential.

27.2 The Buyer must not disclose confidential information except where necessary to perform the Contract or required by law.

27.3 The Buyer must not scrape, copy, publish, resell, redistribute or commercially exploit the Seller's pricing, stock or product-feed data without written consent.

27.4 This clause continues after completion or termination of a Contract.

28. INTELLECTUAL PROPERTY

28.1 Intellectual-property rights in the Website, feeds, pricing data, catalogue data, images, descriptions, text, systems, software, logos and materials remain with the Seller or its licensors.

28.2 The Buyer must not use the Seller's name, trading name, logos, images, content or materials without written consent.

28.3 The Buyer is responsible for ensuring its use, advertising, installation, resale or onward supply does not infringe third-party rights and complies with Manufacturer branding and licence terms.

29. ANTI-BRIBERY, MODERN SLAVERY AND ETHICAL COMPLIANCE

29.1 The Buyer must comply with applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions and modern-slavery laws.

29.2 The Buyer must not offer, promise, give, request or accept any bribe, inducement or improper payment connected with the Seller or a Contract.

29.3 The Seller may cancel an Order or close an Account where it reasonably suspects unlawful or unethical conduct.

30. INSOLVENCY AND FINANCIAL RISK

30.1 The Seller may cancel Orders, suspend delivery, withhold Goods or close the Account if the Buyer becomes insolvent, enters administration, liquidation, receivership, bankruptcy or a comparable procedure, makes an arrangement with creditors, ceases or threatens to cease trading, may be unable to pay debts, fails to pay a sum due or breaches these Conditions.

30.2 If this clause applies, all amounts owed become immediately due and the Seller may recover Goods to which title has not passed.

31. FORCE MAJEURE

31.1 The Seller is not liable for delay or failure caused by an event outside its reasonable control, including supplier or Manufacturer failure, carrier or warehouse disruption, shortage, strike, war, terrorism, civil unrest, government action, fire, flood, extreme weather, pandemic, import or export restriction, customs delay, cyberattack, system or power outage, transport disruption, insolvency of a supplier or carrier, or inability to obtain Goods, services or transport.

31.2 The Seller may cancel, delay, allocate, substitute or suspend affected Orders without liability, subject to refunding any price paid for Goods which it cancels and does not supply, less any amount lawfully due from the Buyer.

32. LIABILITY

32.1 Nothing in these Conditions limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) mandatory product-liability obligations which cannot lawfully be excluded; or

(e) any other liability which cannot lawfully be limited or excluded.

32.2 Subject to clause 32.1, the Seller is not liable for loss of profit, revenue, sales, business, goodwill, anticipated savings, data or use; End User claims; installation, de-installation, engineer or labour costs; substitute goods or hire costs; wasted expenditure; business interruption; customer penalties; delay; product unavailability; recall, rework, repair or manufacturing costs incurred by the Buyer or End User; or indirect, special or consequential loss.

32.3 Subject to clause 32.1, the Seller's total aggregate liability arising out of or in connection with a Contract is limited to 100% of the net price paid by the Buyer for the specific Goods giving rise to the claim.

32.4 The cap applies in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise. Connected acts or omissions arising from the same underlying cause are treated as one claim.

32.5 The Seller is not liable for losses caused by Manufacturers, vendors, suppliers, carriers, warehouses, fulfilment partners, marketplaces, data providers, portals or other third parties except to the extent the Seller is legally responsible and that liability cannot lawfully be excluded or restricted.

32.6 The Buyer acknowledges that these limitations are reasonable because the Buyer purchases for resale, installation, integration or commercial use; controls its End User relationship; the Seller is not the Manufacturer; the Goods are supplied on a trade and wholesale basis; the Buyer can insure against business interruption, labour, installation and End User liabilities; and the Buyer may request a higher liability cap before ordering, subject to written agreement and an additional charge.

33. BUYER INDEMNITY

33.1 The Buyer indemnifies the Seller against claims, losses, liabilities, damages, costs and expenses arising from:

(a) the Buyer's breach of these Conditions;

(b) inaccurate Order or delivery information;

(d) consumer claims arising from the Buyer's acts or omissions;

(e) unauthorised representations by the Buyer;

(f) misuse, installation, resale or onward supply of Goods;

(g) breach of export, sanctions, licence, vendor, data-protection or intellectual-property obligations;

(h) claims by suppliers or Manufacturers caused by the Buyer;

(i) failed or refused delivery or return to sender caused by the Buyer or End User; and

(j) an End User claim against the Seller,

except to the extent the relevant claim, loss or liability was caused by the Seller's breach of Contract, negligence, fraud, fraudulent misrepresentation or other liability which cannot lawfully be excluded.

34. NOTICES

34.1 Notices to the Seller must be sent in writing to the email or postal address notified by the Seller for the relevant purpose.

34.2 Notices to the Buyer may be sent to an email, postal address or Account contact supplied by the Buyer.

34.3 Damage, discrepancy, return and fault notifications must comply with the method and time limits in these Conditions.

34.4 An email is deemed received when sent if no bounce-back or delivery-failure message is received, but a DARA is valid only if it satisfies clause 1.1.

34.5 First-class post within the United Kingdom is deemed received two Working Days after posting.

35. ASSIGNMENT AND SUBCONTRACTING

35.1 The Buyer may not assign, transfer, subcontract or otherwise deal with its rights or obligations without the Seller's written consent.

35.2 The Seller may assign, transfer or subcontract its rights or obligations and may use suppliers, carriers, warehouses, fulfilment partners and Manufacturers.

36. VARIATION, RETURN AUTHORITY AND WAIVER OF REQUIREMENTS

36.1 The Seller may amend these Conditions for future Contracts. The version in force on acceptance applies to the relevant Order.

36.2 No variation of a Contract, approval of cancellation, approval of a return, waiver of a return condition or promise of credit is binding unless it is signed by a Director or, for a return, contained in a valid DARA issued after recorded Director approval.

36.3 No employee, agent, salesperson, account manager, customer-service representative, warehouse operator, supplier, Manufacturer or carrier has authority to vary these Conditions or approve a return, cancellation, refund or credit on behalf of the Seller.

36.4 An operational act, including arranging collection, issuing a carrier label, receiving Goods or opening a support ticket, does not waive this clause.

37. WAIVER

37.1 A failure or delay to enforce a right is not a waiver. A waiver of one breach is not a waiver of a later breach.

37.2 A waiver must be in writing and comply with clause 36 where relevant.

38. SEVERANCE

38.1 If a provision is invalid, unlawful or unenforceable, it is deemed modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it is deemed deleted.

38.2 The remaining provisions continue in force.

39. THIRD-PARTY RIGHTS

39.1 No person other than the Seller and Buyer may enforce a Contract unless expressly stated.

39.2 No End User has a right to enforce these Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

40. ENTIRE AGREEMENT

40.1 The Contract is the entire agreement relating to the relevant Order.

40.2 The Buyer acknowledges it has not relied on a statement, promise, representation, assurance or warranty not set out in the Contract.

40.3 Nothing in this clause limits liability for fraud or fraudulent misrepresentation.

41. GOVERNING LAW AND JURISDICTION

41.1 These Conditions and each Contract are governed by the law of England and Wales.

41.2 The courts of England and Wales have exclusive jurisdiction over disputes arising out of or connected with these Conditions or a Contract.

END OF TERMS AND CONDITIONS