LV4IT LIMITED Standard Terms & Conditions of Sale
LV4IT LIMITED IS A SUPPLIER OF IT Hardware. Software. Consumer Electronics. Laptops. Desktops. Monitors. Networking. CPU. AV. Document and print solutions. Commercial Displays.
These Terms and Conditions (the “Conditions”) govern the sale of products by LV4IT Limited (“Seller”) to commercial resellers, retailers, service providers, and end users (“Buyer”).
DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following terms shall have the following meanings:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Seller, including any subsidiary or holding company of the Seller, and any subsidiary of such holding company.
“Buyer” means the person, company, or organisation placing an order for Goods which is accepted by the Seller.
“Conditions” means these standard terms and conditions of sale, together with any specific terms expressly agreed in writing between the Buyer and the Seller.
“Contract” means the legally binding agreement formed between the Buyer and the Seller for the supply of Goods, incorporating these Conditions and any other written terms issued by the Seller and accepted by the Buyer.
“Custom Build Products” means bespoke or non-standard Goods that are manufactured, assembled, or configured to the Buyer’s specification, and which are non-cancellable and non-returnable except where otherwise required by law for B2C Buyers.
“CWO” or “Cash With Order” means that full payment for the Goods is required before the Goods are dispatched.
“DOA” or “Dead or Defective on Arrival” means Goods that are discovered to be faulty or non-functional at the time of initial receipt by the Buyer or End User.
“End User” means the final recipient or consumer of the Goods, whether the Buyer themselves or a third party to whom the Buyer supplies the Goods.
“End User Delivery” means a delivery of Goods by the Seller directly to an End User designated by the Buyer.
“Goods” means any products or items (including any part or component of them, and including software or services where applicable) supplied or agreed to be supplied by the Seller to the Buyer under the Contract.
“Incoterms” means the latest edition of the International Commercial Terms published by the International Chamber of Commerce, which govern international sales and are incorporated into the Contract where specified.
“Item” means a single packaged unit prepared for delivery or shipment.
“MOV” or “Minimum Order Value” means the minimum total monetary value that an order must reach for the Seller to accept and process it.
“NFF” or “No Fault Found” refers to Goods returned under warranty that, upon inspection or testing by the Seller, are determined to be in full working condition.
“RAN” or “Returns Authorisation Number” means a unique reference issued by the Seller which must be obtained prior to returning any Goods.
“Seller” means LV4IT Limited, a company registered in England and Wales under company number 1044197, with its registered office at Unit 7, Bridgewater Business Park, Gladstone Street, Blackburn, Lancashire, BB1 3DL, United Kingdom. VAT registration number: GB 258301218.
“Special Bids” means discounted pricing or promotional terms made available to the Buyer in respect of certain Goods, which may be subject to specific third-party conditions.
“Special Bid Terms” means the additional terms and conditions which apply to Special Bids and which must be complied with by the Buyer.
“Special Order Products” means Goods not normally held in the Seller’s stock and ordered specifically at the request of the Buyer, including but not limited to configured or customised products, which are non-cancellable and non-returnable except where consumer protection legislation requires otherwise.
“Third Party” means any independent contractor, courier, agent, or service provider engaged by the Seller in connection with the supply or delivery of the Goods but who is not directly employed by or under the direct control of the Seller.
“Website” means the Seller’s official website located at www.lv4it.com, or such other domain as the Seller may use from time to time.
“Writing” or “Written” includes electronic communications such as email or digital transmission via recognised secure platforms, but excludes oral conversations unless confirmed in writing.
1.2 Clause headings are for reference only and shall not affect the interpretation of these Conditions.
1.3 Any reference in these Conditions to a statute or statutory provision shall be interpreted as including that statute or provision as amended, extended, or re-enacted from time to time and includes any subordinate legislation made under it.
1.4 Words importing the singular shall include the plural and vice versa; references to any gender include all other genders; and references to persons shall include natural persons, corporate entities, unincorporated associations, partnerships, and public bodies.
BASIS OF SALE
2.1 Any Goods advertised on the Seller’s website, in catalogues, brochures, or other sales literature constitute an invitation to treat only and shall not be deemed an offer by the Seller. Orders are accepted solely in accordance with these Conditions.
2.2 The Contract and all related communications shall be conducted in the English language.
2.3 Each order placed by the Buyer shall constitute an offer to purchase the Goods in accordance with these Conditions. The Seller reserves the right, in its absolute discretion, to accept or reject any such order. No Contract shall be formed until the Seller issues a written order confirmation or dispatches the Goods (whichever occurs first).
2.4 The Buyer is responsible for reviewing and understanding these Conditions before placing any order. By submitting an order, the Buyer acknowledges and agrees that these Conditions shall govern the Contract to the exclusion of any terms proposed by the Buyer, unless expressly agreed in writing and signed by authorised representatives of both parties.
2.5 The Seller reserves the right to amend or update these Conditions from time to time. The version in force at the time of the Buyer’s order, as displayed on the Seller’s Website or otherwise communicated in writing, shall apply to that order unless otherwise agreed in writing by authorised representatives of both parties.
2.6 The Buyer acknowledges that it has not relied on, and shall have no claim in respect of, any representation, statement, or promise made or given by or on behalf of the Seller that is not expressly set out in these Conditions.
2.7 Any advice or recommendation given by the Seller or its representatives relating to the suitability, use, installation, or storage of the Goods is followed or acted upon entirely at the Buyer’s own risk, unless confirmed in writing by the Seller. The Seller accepts no liability for any unconfirmed advice.
2.8 The Seller shall not be liable for any typographical, clerical, or other accidental errors or omissions in any documentation or information issued by the Seller, whether electronic or printed, including but not limited to quotations, price lists, invoices, or promotional materials. The Seller will use reasonable efforts to correct such errors upon notice.
2.9 The Seller shall retain records of the applicable Conditions and accepted orders in either electronic or paper format for a minimum period of one (1) year from the order date.
ORDER ACCEPTANCE
3.1 All orders placed by the Buyer are subject to the availability of the Goods and the Seller’s acceptance, which may be at the Seller’s discretion. These Conditions apply to all orders for Goods.
3.2 All orders for Goods are accepted by the Seller solely on these express Conditions. The Seller reserves the right to amend these Conditions at any time by posting the amended version on the Website. Such amendments will apply to orders placed after the date of posting. Acceptance of an order shall be deemed acceptance of the Conditions as amended at that time.
3.3 The Buyer is responsible for ensuring the accuracy of all details provided in the order, including but not limited to specifications, quantities, delivery instructions, and any other relevant information required by the Seller. The Buyer shall provide the Seller with all necessary information in sufficient time to allow the Seller to fulfil the Contract. The Buyer should consult the Website for the correct procedure for placing orders.
3.4 In cases where Goods are manufactured or processed by the Seller according to the Buyer’s specifications, the Buyer shall indemnify the Seller against any claims, losses, damages, costs, or expenses arising from any infringement of third-party intellectual property rights due to the Seller’s use of the Buyer’s specifications.
3.5 The Seller reserves the right to make reasonable changes to the Goods’ specifications to comply with applicable safety or statutory requirements, or where the Goods are being supplied to the Seller’s specifications. These changes will not materially affect the Goods’ quality or performance.
3.6 Once an order is accepted by the Seller, the Buyer may only cancel the order with the Seller’s written consent. If cancellation is agreed, the Buyer shall indemnify the Seller for all losses, including loss of profit, costs (including labour and materials), damages, charges, and expenses incurred by the Seller due to the cancellation.
3.7 The Buyer has no right to cancel orders accepted by the Seller or to return any Goods, except in accordance with the Seller’s return policy under clauses 9.2, 9.3, and 11.2. This exclusion applies particularly to:
3.7.1 Special Order Products; or
3.7.2 Custom Build Products, except where applicable statutory rights for B2C Buyers provide for cancellation.
3.8 Where Goods are specifically manufactured or processed to the Buyer’s order, the Goods may vary in size or specification within standard commercial tolerances, and the Buyer shall not be entitled to make any claims in respect of such variations.
3.9 A legally binding Contract between the Buyer and the Seller will only be formed once the Seller expressly accepts the Buyer’s order in writing, or when the Seller commences delivery of the Goods (whichever occurs first).
3.10 The Seller reserves the right to impose a Minimum Order Value (MOV) on orders, with thirty (30) days’ written notice to the Buyer.
3.11 These Conditions, or any written amendments authorised by the Seller, shall take precedence over any terms or conditions of purchase proposed by the Buyer. Acceptance of the Buyer’s order does not constitute acceptance of the Buyer’s terms and conditions.
3.12 Any particular use or purpose for which the Buyer intends to use the Goods will only be deemed known to the Seller if specifically stated in a written schedule, duly signed by a director of the Seller. Otherwise, the Buyer acknowledges that such purposes shall be deemed to have been specified by the Buyer.
PRICE
4.1 The price of the Goods shall be the Seller’s quoted price to the Buyer, which may be provided in one of the following ways:
4.1.1 Through written communication (whether in paper or electronic form); or
4.1.2 Through the Buyer’s account on the Seller’s Website.
4.2 Quotations provided by the Seller are valid for seven (7) days from the date of issue, unless otherwise specified in writing by the Seller.
4.3 The Seller reserves the right to increase the price of the Goods at any time prior to dispatch, by giving notice to the Buyer. Such increases may be due to factors beyond the Seller’s reasonable control, including but not limited to:
Fluctuations in foreign exchange rates,
Changes in currency regulations,
Increases in duties or tax liabilities,
Significant rises in the cost of labour, materials, or manufacturing,
Changes to delivery dates, quantities, or specifications requested by the Buyer,
Any delays caused by the Buyer’s instructions or failure to provide adequate information.
4.4 All quoted prices exclude Value Added Tax (VAT), transport costs (including export or import costs), packaging, and insurance. The Buyer will be additionally liable for these charges.
4.5 For Special Bids, the Buyer agrees to:
4.5.1 Fully comply with all terms communicated by the Seller;
4.5.2 Fully adhere to the terms of the respective vendors or suppliers;
4.5.3 Indemnify the Seller against any claims made by vendors or suppliers arising from the Buyer’s non-compliance; and
4.5.4 Pay any service fees charged by the Seller for facilitating Special Bids and other supplier-related benefits, such as marketing funding, price protection, and rebates, provided these benefits are received by the Seller from its vendors or suppliers.
4.6 Special Bid Terms may require the Buyer to comply with additional conditions, including but not limited to:
4.6.1 Restricting the sale of Goods to specifically named end users;
4.6.2 Disclosing end-user information to the Seller and its vendors or suppliers for verification purposes; and
4.6.3 Submitting copies of end-user invoices, purchase orders, or shipping documents (with any irrelevant data redacted to comply with data protection requirements).
4.7 Failure to comply with the Special Bid Terms may entitle the Seller and/or its suppliers to reclaim and invoice the Buyer in full for all discounts, rebates, and other special pricing conditions granted. Such invoices shall be immediately payable.
TERMS OF PAYMENT
5.1 Unless otherwise agreed in writing, the Seller is entitled to invoice the Buyer for the price of the Goods on or after:
5.1.1 The accepted order is ready for despatch;
5.1.2 The Seller notifies the Buyer that the Goods are ready for collection; or
5.1.3 The Seller tenders delivery of the Goods.
5.2 Unless credit facilities have been provided, all orders shall be on a Cash With Order (CWO) basis, requiring full payment and cleared funds before despatch.
5.3 If credit facilities are provided, the Buyer must promptly inform the Seller of any material changes to its financial status, structure, ownership, or asset value that may impact its creditworthiness. Failure to do so may result in the withdrawal of credit as per clause 5.9.
5.4 For Special Order Products and Custom Build Products (as per clauses 3.7, 3.7.1, and 3.7.2), the Seller may, at its sole discretion, require the Buyer to pay the full price or a deposit of at least twenty-five percent (25%) upon acceptance of the order. For B2C Buyers, this is subject to statutory cancellation rights where applicable.
5.5 Where credit facilities are granted, the Buyer shall pay the invoice price within 30 days of the invoice date, irrespective of whether delivery has occurred or title to the Goods has passed. Time for payment is of the essence of the Contract.
5.6 In the event of the Buyer’s failure to make payment by the due date, the Seller, without prejudice to any other rights or remedies, may:
5.6.1 Cancel the Contract or suspend further deliveries;
5.6.2 Demand immediate payment of all outstanding balances, whether due or not, and/or cancel any outstanding orders;
5.6.3 Apply any payment made by the Buyer to any Goods or contracts at the Seller’s discretion (notwithstanding any purported appropriation by the Buyer); and
5.6.4 Charge interest on the overdue amount at a rate of four percent (4%) per annum above the HSBC base rate, accruing daily until full payment is made (both before and after any judgment).
5.7 The Seller reserves the right to charge an administration fee for credit card transactions, which will be notified to the Buyer at the time of payment.
5.8 The Buyer must notify the Seller in writing of any invoice discrepancies within fourteen (14) days of the invoice date. Failure to do so shall be deemed as the Buyer’s acceptance of the invoice in full.
5.9 The Seller may amend or withdraw the Buyer’s credit limit at any time without notice. If credit facilities are withdrawn, all outstanding invoices shall become immediately payable.
5.10 The Buyer shall pay all amounts due under the Contract in full, without any set-off, counterclaim, deduction, or withholding (except for deductions or withholdings required by law).
5.11 The Seller may, at its discretion and without notice, set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer, regardless of whether such liabilities are present or future, liquidated or unliquidated, or arise under this agreement or otherwise. In cases where the liabilities are in different currencies, the Seller may convert either liability at a market rate of exchange for the purpose of set-off. This right of set-off is without prejudice to any other rights or remedies available to the Seller.
5.12 Where Goods are delivered in instalments, the Seller is entitled to invoice each instalment upon despatch.
5.13 Payment shall be made in pounds sterling, unless otherwise agreed in writing by an authorised representative of the Seller.
5.14 The Buyer warrants that it will notify the Seller immediately if any changes occur to its VAT registration details.
5.15 The Seller reserves the right to issue and send all invoices, credit notes, and other company documentation to the Buyer in electronic format, and the Buyer agrees to receive such documentation electronically.
INSOLVENCY OF THE BUYER
6.1 This clause applies if:
6.1.1 The Buyer makes any voluntary arrangement with its creditors, becomes subject to an administration order, or (if an individual or firm) becomes bankrupt, or (if a company) enters liquidation (other than for the purpose of amalgamation or reconstruction); or
6.1.2 An encumbrancer takes possession of, or a receiver is appointed over, any of the Buyer’s property or assets; or
6.1.3 The Buyer ceases, or threatens to cease, carrying on business; or
6.1.4 The Seller reasonably believes that any of the events described above is likely to occur and notifies the Buyer accordingly.
6.2 If any of the events listed in clause 6.1 occur, the Seller, without prejudice to any other rights or remedies it may have, shall be entitled to:
6.2.1 Cancel the Contract or suspend any further deliveries without liability to the Buyer; and
6.2.2 If Goods have been delivered but not paid for, the full price shall become immediately due and payable, despite any prior agreement to the contrary.
6.2.3 If any Goods have not been delivered, the Seller may sell them at the best readily obtainable price and, after deducting reasonable storage and selling expenses, account to the Buyer for any excess over the Contract price or charge the Buyer for any shortfall below the Contract price.
RETENTION OF TITLE
7.1 General Retention of Title
7.1 Legal title to the Goods shall not pass to the Buyer until the Seller has received full payment of all sums due to it from the Buyer under this Contract and any other agreements.
7.1.1 TRANSFER OF TITLE FOR SOFTWARE (B2B & B2C)
7.1.1.1 Title to the software licence shall transfer to the Buyer upon the Seller’s receipt of full payment. This transfer pertains solely to the usage rights granted under the applicable end-user licence agreement (EULA) and does not include ownership of any intellectual property rights, which remain with the original rights holder or licensor.
7.1.1.2 To protect the Buyer’s rights and ensure data security, the Seller shall not retain any software licence keys, activation codes, or related access credentials beyond the applicable return period being 14 days for consumers following the date of delivery and a maximum of 30 days for business buyers. Upon expiry of this period, such data will be securely and permanently deleted using industry-standard methods, including certified data-wiping tools to ensure irreversible removal in accordance with the Seller’s data retention policy.
7.1.1.3 This data handling policy aims to prevent unauthorised duplication, misuse, or resale of software credentials and to ensure the Buyer’s exclusive access to the purchased software.
7.1.1.4 The Buyer is solely responsible for securely storing any software licence keys or access credentials provided upon delivery. The Seller shall not be liable for any loss, corruption, or inaccessibility of such data following the expiration of the 30-day retention period.
7.1.1.5 To comply with applicable UK laws, including the Consumer Rights Act 2015 and the Companies Act 2006, the Seller will retain proof of delivery records, such as transaction logs (in PDF format), email confirmations, and system-generated receipts for audit and verification purposes. However, the Seller shall not retain any software licence keys or access credentials beyond the statutory return period.
7.1.1.6 The above provisions do not affect the Buyer’s statutory rights under UK consumer protection legislation. Nothing in this agreement shall be construed as limiting or excluding any such rights.
Data Retention and Protection
7.1.1.7 If any personal data (such as buyer identification details or contact information) is collected in the course of the transaction, the Seller will ensure compliance with General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Personal data will be retained only for as long as necessary to fulfil the purpose for which it was collected, after which it will be securely deleted or anonymised.
7.1.1.8 The Buyer has the right to request access to any personal data the Seller holds about them and can request rectification or erasure of such data under applicable data protection laws, except where the Seller is required to retain data for legal or contractual purposes.
7.1.1.9 In cases where the Seller must retain personal data beyond the statutory return period (e.g., for audit purposes, tax compliance, or other legal obligations), the retention period will be clearly specified in the Seller’s data retention policy.
Security Measures
7.1.1.10 The Seller will implement appropriate technical and organisational measures to ensure the security and confidentiality of the software licence keys and personal data, including encryption and secure storage during the retention period.
7.1.1.11 In the event of any data breach affecting personal data, the Seller will notify the Buyer and relevant authorities in accordance with GDPR’s requirements.
7.1.2 DATA RETENTION, SECURITY AND COMPLIANCE (INCLUDING POCA)
7.1.2.1 If any personal data (such as buyer identification details or contact information) is collected in the course of the transaction, the Seller will ensure compliance with the General Data Protection Regulation (GDPR) and the Data Protection Act 2018. Personal data will be retained only for as long as necessary to fulfil the purpose for which it was collected, after which it will be securely deleted or anonymised.
7.1.2.2 The Buyer has the right to request access to any personal data the Seller holds about them and can request rectification or erasure of such data under applicable data protection laws, except where the Seller is required to retain data for legal or contractual purposes.
7.1.2.3 In cases where the Seller must retain personal data beyond the statutory return period (e.g., for audit purposes, tax compliance, or other legal obligations), the retention period will be clearly specified in the Seller’s data retention policy.
7.1.2.4 The Seller will implement appropriate technical and organisational measures to ensure the security and confidentiality of the software licence keys and personal data, including encryption and secure storage during the retention period.
7.1.2.5 In the event of any data breach affecting personal data, the Seller will notify the Buyer and relevant authorities in accordance with GDPR requirements.
7.1.2.6 POCA Compliance and Licence Key Traceability
To support compliance with anti-money laundering and anti-fraud legislation, including the Proceeds of Crime Act 2002 (POCA), the Seller operates a secure deletion and traceability policy. Licence keys, digital product identifiers, and activation credentials are securely destroyed within thirty (30) days of delivery unless otherwise required by law or agreed in writing. This policy also supports data minimisation under the UK GDPR.
7.1.2.7 For Goods supplied in volume or as part of batch licensing transactions, the Buyer may, at its discretion, retain a limited subset of valid licence keys per batch for audit sampling, verification, or compliance review. This practice is recognised by the Seller as part of the Buyer’s legitimate commercial due diligence obligations.
7.1.2.8 (Authenticity Control for POCA Compliance – Buyer Rights)
To assist with authenticity checks, fraud prevention, and compliance with applicable laws including the Proceeds of Crime Act 2002, the Buyer reserves the right to retain, for internal audit and verification purposes, one or more software licence keys, digital identifiers, or product codes per batch supplied. These retained keys shall not be used for commercial deployment or resale and shall be stored securely for a reasonable period, solely to support retrospective legitimacy verification in the event of a legal or regulatory investigation.
7.1.2.9 Any return of Goods or warranty-related communications involving software products will be processed in accordance with Clause 9 (Warranties), including secure handling and deletion of any embedded or returned credentials (see in particular Clauses 9.3.4, 9.6.4 and 9.8.6.7).
7.1.3 LAW ENFORCEMENT AND LEGAL REQUESTS
7.1.3.1 In the event of a valid and lawful request from a UK law enforcement agency, regulatory authority, or pursuant to a court order, the Seller may disclose retained transaction records, including PDF-format delivery logs, payment records, and system-generated email confirmations. Such disclosures will be strictly limited to data retained under the Seller’s lawful data retention policy and in accordance with the UK GDPR and Data Protection Act 2018.
7.1.3.2 POCA Compliance Disclosure of Licence Keys and Activation Codes
The Seller will not disclose or provide access to software licence keys, activation codes, or access credentials after the statutory 30-day return period, in accordance with the Seller’s secure deletion policy. However, in the event of a valid law enforcement request or court order under the Proceeds of Crime Act 2002 (POCA), the Seller may disclose transaction records, including logs and related delivery/payment details, that are retained under the Seller’s lawful data retention policy. These disclosures will not include software licence keys or activation credentials if they have been securely deleted in line with this policy. This includes any requests from HMRC or other regulatory bodies involved in fraud or financial crime investigations.
7.1.3.3 The Seller will verify the legitimacy of any such request and ensure compliance with all applicable legal safeguards, including due process, prior to the release of any data.
7.1.4 GOVERNING LAW AND DISPUTE RESOLUTION
7.1.4.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual claims) shall be governed by and construed in accordance with the laws of England and Wales.
7.1.4.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
7.1.4.3 Before initiating any court proceedings, the parties shall, in good faith, seek to resolve any dispute through alternative dispute resolution (ADR), including but not limited to mediation, unless urgent injunctive relief is required.
LIEN
8.1 The Seller shall have a general and particular lien, as well as a right of retention, over all Goods and other property belonging to the Buyer that is in the Seller’s possession (whether pursuant to this Contract or any other agreement) for all amounts due and unpaid by the Buyer to the Seller.
8.1.1 If any such amounts remain unpaid for twenty-eight (28) days following the Seller’s written notice to the Buyer specifying the lien and the outstanding sums, the Seller shall be entitled, without further notice, to sell or otherwise dispose of the Goods in such manner and at such price as it reasonably deems appropriate.
8.1.2 The proceeds of such sale or disposal shall be applied in the following order:
(a) to pay the Seller’s reasonable costs of storage, sale, and administration;
(b) to discharge the outstanding sums owed by the Buyer; and
(c) any surplus shall be returned to the Buyer.
8.1.3 The Seller shall not be liable for any loss, damage, or deterioration of the Goods subject to the lien while in its possession, provided it has taken reasonable care in storage.
8.1.4 This lien shall survive termination of the Contract and apply to all Goods held by the Seller at the time of enforcement, whether or not title has passed.
WARRANTIES
9.1 The Seller warrants that the Goods will conform to their specification at the time of delivery and will be free from material defects in design, material, and workmanship for a period as specified by the Manufacturer’s warranty, or as required by law for B2C Buyers.
9.2 If any Goods are found to be defective in materials or workmanship under normal operation and service during the applicable warranty period, the Seller will (subject to the Manufacturer’s warranty terms and provided that no unauthorised modifications have been made to the Goods or the system they are part of) arrange for the repair or replacement of the defective Goods or part thereof, or provide a refund of the purchase price at its discretion. For B2C Buyers, this is in addition to their statutory rights. The Buyer is responsible for the cost of returning the Goods unless otherwise agreed in writing. The Seller is not responsible for any labour costs or other expenses incurred by the Buyer in repairing or replacing defective items.
9.3 In the event of Goods that are “Dead on Arrival” (DOA) or “Defective on Arrival” (excluding Goods damaged in transit, which are covered under clause 11.2) due to a manufacturing fault and purchased from the Seller, the Seller’s sole obligation shall be to pass on to the Buyer (to the extent possible) the benefit of any rights or remedies provided by the Manufacturer (or their authorised third-party representatives or service agents) for the exchange of faulty Goods for new ones within the Manufacturer’s applicable DOA period.
9.3.1 Where the Manufacturer authorises the Seller to replace faulty Goods within the DOA period, the Buyer must obtain a Returns Authorisation Number (RAN) from the Seller prior to returning the Goods.
9.3.2 Where the Buyer or End User is required to contact the Manufacturer (or their authorised third-party representatives or service agents) directly, the Buyer agrees to follow their instructions to resolve the issue. If the Manufacturer issues an authorisation or reference number, the Buyer must provide this to the Seller to facilitate the return, but this does not guarantee a credit note as outlined in clauses 9.6, 9.6.1, and 9.6.2.
9.3.3 Where necessary, the Buyer or End User agrees to deal directly with the Manufacturer (or their authorised third-party representatives or service agents) to resolve the matter in accordance with the Manufacturer’s terms and conditions.
9.3.4 To protect the integrity and confidentiality of any licence keys or digital product credentials returned during the warranty process, the Seller will apply secure deletion protocols and will not retain such data beyond the statutory 30-day return period. This is in accordance with the Seller’s data handling obligations as set out in Clause 7.1.1.2 and applicable UK data protection laws.
9.4 Following prior authorisation as per clauses 9.3 to 9.3.3, the Seller may:
9.4.1 raise a new invoice for replacement Goods (if requested by the Buyer) at the original price;
9.4.2 despatch the replacement Goods to the original delivery address at the Seller’s expense (within the UK); and
9.4.3 arrange for the collection of the faulty Goods from the original delivery address at the Seller’s expense (within the UK).
9.5 It is the responsibility of the Buyer or End User to ensure that returned Goods are:
9.5.1 properly packed in the original, undamaged Manufacturer’s packaging, adequately protected for transportation; and
9.5.2 returned with all standard Manufacturer accessories, including any accompanying documentation (whether paper or electronic).
9.5.3 The Seller accepts no liability for Goods returned without authorisation or those returned in error by the Buyer or End User. The Seller reserves the right to dispose of such unauthorised returns at the Buyer’s expense.
9.6 The Seller reserves the right to test all Goods returned under warranty as per clauses 9.3 to 9.3.3. Both parties agree that:
9.6.1 If a genuine fault is confirmed upon receipt and testing of the returned Goods, and if the Buyer has already paid for the Goods, the Seller shall issue a credit note for the purchase price within twenty-eight (28) days of receipt of the faulty Goods, or earlier at its discretion. The Buyer shall not be entitled to set off or withhold payment of any amounts owed to the Seller as per clause 5.10. For B2C Buyers, this is without prejudice to their right to a refund where applicable under consumer law.
9.6.2 Goods tested and found to be “No Fault Found” (NFF) will be rejected, and no credit note will be issued. The Buyer shall be responsible for arranging and paying for the collection of such Goods from the Seller’s premises within fourteen (14) days of notification.
9.6.3 Goods not collected within fourteen (14) days of notification may be disposed of by the Seller in accordance with the Waste Electrical and Electronic Equipment (WEEE) Regulations 2013 (as amended) or other applicable regulations, and any costs incurred by the Seller in doing so shall be passed on to the Buyer.
9.6.4 In line with the Seller’s data deletion and privacy policy, any software licence keys, login credentials, or activation codes found on returned Goods will be securely destroyed upon verification, to prevent unauthorised reuse or resale, and to comply with the UK GDPR and Consumer Rights Act 2015.
9.7 Where available, the details of the Manufacturer’s DOA and Warranty guidelines will be provided to the Buyer upon request, along with any relevant product information sheets, technical data sheets, or product leaflets issued by the Manufacturer (in paper or electronic format).
Software Warranty Disclaimer
9.8.1 All software Goods are provided “as is”. To the fullest extent permitted by law, and specifically for B2B Buyers, the Seller disclaims all express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
9.8.2 For B2C Buyers, nothing in this clause shall limit or exclude the Buyer’s statutory rights under the Consumer Rights Act 2015 or any other applicable UK consumer protection legislation relating to the quality and fitness of digital content.
9.8.3 In the case of B2B Buyers, the Seller’s sole obligation regarding software Goods is to use reasonable endeavours to obtain and supply a valid licence from its supplier. The Seller makes no representations or guarantees concerning the performance, compatibility, reliability, or continued availability of the software.
9.8.4 B2B Buyers assume all risks associated with the acquisition, installation, and use of the software. For B2C Buyers, these risks are subject to their statutory rights and remedies under UK law.
9.8.5 If the software fails to conform to its description or is otherwise defective, the Buyer must notify the Seller in writing within 30 days of delivery. For B2C Buyers, this is in addition to their statutory rights to reject faulty digital content within a reasonable time. For B2B Buyers, no claims for non-conformity will be accepted after this 30-day period.
9.8.6 To ensure compliance with UK GDPR and data security best practices, the Seller operates a secure deletion policy in relation to all digital product identifiers, including software licence keys. These are securely erased from Seller systems within thirty (30) days of sale, or earlier if no lawful basis exists to retain them, and will not be re-issued, re-sent, or retrievable thereafter.
9.8.7 In the case of software sold in batch quantities or as part of multi-user volume licensing, the Buyer may, at its discretion, retain a subset of licence keys from each batch for future authenticity and compliance checks. The Seller acknowledges that this practice forms part of the Buyer’s due diligence to prevent unauthorised duplication, resale, or deployment of software, particularly where regulatory or legal compliance (including under the Proceeds of Crime Act 2002) is concerned.
9.9 Subject to clauses 9.2, 9.3, 9.4, 11.2, and 11.3, the Seller’s liability under this entire clause 9 shall be to the exclusion of all other liability to the Buyer, whether in contract, tort (including negligence or breach of statutory duty), or otherwise, for defects in the Goods or for any loss or damage caused by or to the Goods. All other conditions, warranties, stipulations, or other statements concerning the Goods, whether express or implied, by statute, at common law, or otherwise, are hereby excluded to the fullest extent permitted by law, particularly (but without limitation) any warranties regarding fitness for purpose, performance, use, nature, or merchantable quality of the Goods.
9.10 Except as specifically set out in this clause 9, the Seller disclaims and excludes all other warranties, whether express or implied, by statute or otherwise, including but not limited to warranties of description, design, satisfactory quality, and fitness for a particular purpose, or arising from any previous course of dealing, usage, or trade practice, to the fullest extent permitted by law.
9.11 If and to the extent that sections 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 apply to the Contract, no provision of these Conditions shall operate or be construed to exclude or restrict the liability of the Seller for breach of the implied warranties as to title and quiet possession arising under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982, whichever Act applies to the Contract.
9.12 If and to the extent that section 2(1) of the Unfair Contract Terms Act 1977 applies to the Contract, nothing in these Conditions shall operate or be construed to exclude or restrict the liability of the Seller for death or personal injury caused by the negligence of the Seller or its employees, agents, or subcontractors.
9.13 While the Goods are primarily intended for sale to commercial resellers, retailers, service providers, and end users through the Buyer, if any sale by the Seller is deemed to fall directly under the Sale of Goods Act 1979 or the Consumer Rights Act 2015, the statutory rights of the Buyer (as a consumer, if applicable) are not affected by these Conditions.
RISK AND DELIVERY
10.1 Risk in the Goods shall pass to the Buyer:
a) when the Goods are made available for collection at the Seller’s premises, if the Buyer is responsible for collection; or
b) when the Goods are delivered to the Buyer’s nominated delivery location.
10.2 Unless otherwise agreed in writing, delivery shall be made to the address specified by the Buyer in the order. The Buyer is responsible for ensuring that this address is accurate and that arrangements are in place to receive the delivery. Where the delivery address constitutes personal data, the Seller shall process such data in accordance with applicable UK data protection laws, including the UK GDPR and the Data Protection Act 2018, for the purposes of fulfilling the Contract.
10.2.1 In the case of digital Goods, including software, risk shall pass to the Buyer at the time the Goods are successfully delivered by email or by any other agreed electronic means, as set out in this Contract. Delivery shall be effected using secure transmission methods in accordance with the Seller’s cybersecurity and data protection policies.
10.2.2 Delivery of digital Goods is deemed successful when the Goods are transmitted to the email address or electronic location specified by the Buyer and no delivery failure notice (such as a bounce-back or system delivery error) is received by the Seller. Upon such delivery, risk transfers to the Buyer. The Seller shall retain such transmission records only as necessary and in accordance with its data retention and deletion policy as set out in clause 7.1.1.5.
10.3 Any dates quoted for delivery are approximate only, and the Seller shall not be liable for any delay in delivery howsoever caused. Time for delivery shall not be of the essence of the Contract.
10.4 The Seller reserves the right to make delivery of the Goods in instalments. If the Contract is to be performed in separate instalments, each delivery shall constitute a separate contract, and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions, or any claim by the Buyer in respect of any one or more instalments, shall not entitle the Buyer to treat the Contract as a whole as repudiated.
10.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault), then, without prejudice to any other right or remedy available to the Seller, the Seller may:
10.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
10.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
Where any delivery instructions contain personal data, such data shall be processed and retained only as necessary to facilitate redelivery or sale, and in accordance with applicable data protection laws.
10.6 Where End User delivery is requested by the Buyer, the Buyer remains fully responsible for the order and its payment obligations to the Seller. The Seller accepts no direct contractual liability to the End User. Any issues regarding the Goods must be raised by the Buyer with the Seller. Where the Buyer provides personal data of an End User (such as name, address, contact details) for the purposes of arranging delivery, the Buyer warrants that it has obtained all necessary consents or has another lawful basis under applicable data protection law to share such data with the Seller. The Seller shall act as a data processor in respect of such data and shall process it solely for the purpose of fulfilling the delivery, subject to clause 7.1.1.
10.7 The Seller may use Third Party carriers for delivery. The Seller shall not be liable for any acts or omissions of such Third Parties, provided that the Seller exercises reasonable care in selecting and instructing the carrier. The Seller shall ensure that such Third Parties process personal data in compliance with UK data protection laws, including by entering into appropriate contractual safeguards or data processing agreements where required.
10.8 Any claims for shortages or non-delivery must be notified to the Seller in writing within seven (7) days of the despatch date. If the Buyer fails to do so, the Goods shall be deemed to have been delivered in the quantities set out in the despatch note. Personal data relating to such claims shall be processed and retained solely for the purposes of resolving the issue, in accordance with the Seller’s data retention and deletion policy.
DAMAGE IN TRANSIT
11.1 The Buyer is responsible for inspecting the Goods upon delivery.
11.2 If Goods are received in a damaged condition, the Buyer must:
11.2.1 note the damage on the delivery documentation at the time of receipt; and
11.2.2 notify the Seller in writing of the damage within three (3) days of delivery, providing photographic evidence where possible. Where such notifications include personal data (e.g., names, contact details, or images showing identifiable persons), such data shall be processed solely for the purpose of investigating and resolving the damage claim, and in accordance with the Seller’s data protection and retention policies under clause 7.1.1.
11.3 If the Buyer fails to comply with clause 11.2, the Seller shall have no liability for any damage to the Goods in transit.
11.4 Subject to the Buyer complying with clause 11.2, and provided that the damage occurred before risk passed to the Buyer in accordance with clause 10, the Seller will, at its sole discretion:
arrange for the repair or replacement of the damaged Goods; or
issue a credit note for the price of the damaged Goods.
Any personal data processed for the purposes of issuing a credit note or arranging repair/replacement shall be retained only for as long as necessary and in accordance with the Seller’s privacy notice and clause 7.1.1.5.
INTELLECTUAL PROPERTY RIGHTS
12.1 All intellectual property rights in or relating to the Goods—including any hardware, software, firmware, and associated documentation—remain the property of the Seller or its licensors. This includes, without limitation, all copyrights, patents, trademarks, design rights, trade secrets, and any other proprietary rights.
For B2B Buyers: The Buyer is granted a non-exclusive, non-transferable, revocable licence to use such intellectual property solely for the purpose of using or reselling the Goods in accordance with these Conditions.
For B2C Buyers: The Buyer is granted a personal, non-exclusive, non-transferable licence to use the intellectual property solely for personal, non-commercial use of the Goods.
12.2 Where the Goods include or incorporate any software (including embedded firmware or downloadable apps), the Buyer’s use of such software shall be governed by the terms of any applicable end-user licence agreement (EULA) provided with the Goods or accompanying the software. In the absence of such a EULA:
For B2B Buyers: The Buyer is granted a non-exclusive, non-transferable, revocable licence to use the software solely in object code form and only to the extent necessary for the lawful operation of the Goods. The Buyer shall not:
o copy, adapt, modify, translate, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, except as expressly permitted by law;
o sublicense, distribute, assign, or otherwise transfer the software to any third party;
o use the software independently of the Goods.
For B2C Buyers: The Buyer is granted a non-exclusive, non-transferable licence to use the software solely as necessary to operate the Goods in accordance with these Conditions. The Buyer must not:
o copy, adapt, or modify the software;
o attempt to reverse-engineer, disassemble, or decompile the software, unless expressly permitted by law;
o use the software separately from the Goods.
12.3 All trademarks, trade names, logos, serial numbers, and other identifying marks on the Goods or their packaging remain the property of the Seller or its licensors.
For B2B Buyers: The Buyer shall not use any of the Seller’s trademarks or other identifiers without the Seller’s prior written consent, except as strictly necessary in connection with the resale or use of the Goods in accordance with these Conditions.
For B2C Buyers: The Buyer shall not remove, alter, or obscure any trademarks, serial numbers, or other identifying marks on the Goods or their packaging.
12.4 The Buyer shall promptly notify the Seller in writing if it becomes aware of any actual or threatened claim that the Goods (or their use or resale) infringe any third-party intellectual property rights.
For B2B Buyers: The Buyer shall cooperate fully with the Seller in defending or resolving such claims and shall not settle or compromise any claim without the Seller’s prior written consent.
For B2C Buyers: The Seller will handle such claims at its own cost and responsibility, and the Buyer shall not be required to take further action beyond providing reasonable notification and information.
12.5 The Seller shall have no liability for any claim of infringement where the alleged infringement arises from:
compliance with the Buyer’s specifications or instructions;
use of the Goods in combination with other products, software, or systems not supplied or authorised by the Seller;
modifications made to the Goods by or on behalf of the Buyer; or
use of the Goods otherwise than in accordance with these Conditions or any applicable licence terms.
For B2B Buyers: The Buyer shall indemnify and hold harmless the Seller against any third-party claims, losses, or liabilities arising from the Buyer’s breach of this clause.
For B2C Buyers: The Seller remains liable for any such third-party claims, subject to the Buyer’s statutory rights.
12.6 If any such infringement claim is made, or in the Seller’s reasonable opinion is likely to be made, the Seller may, at its sole discretion and expense:
procure for the Buyer the right to continue using the Goods;
modify or replace the Goods so they become non-infringing; or
if neither of the above is reasonably practicable, accept return of the affected Goods and issue a refund of the price paid, less a reasonable deduction for use and wear (if applicable).
For B2B Buyers: The Buyer shall cooperate in implementing the selected remedy and may be liable for any related costs where the infringement is attributable to the Buyer’s actions.
For B2C Buyers: The Seller will offer a repair, replacement, or refund as required by the Consumer Rights Act 2015.
CONFIDENTIALITY
13.1 The Buyer shall keep strictly confidential all technical or commercial information, including (but not limited to) know-how, specifications, software, inventions, processes, pricing structures, and business strategies, which are disclosed to the Buyer by the Seller or its representatives, or which are otherwise obtained, directly or indirectly, by the Buyer in connection with the Contract (collectively, “Confidential Information”).
The Buyer shall only use the Confidential Information for the purposes of fulfilling its obligations under the Contract and shall not disclose it to any third party without the prior written consent of the Seller.
The Buyer may disclose such information only to its employees, agents, or subcontractors who need to know it for the purpose of performing the Buyer’s obligations under the Contract, provided that such persons are bound by confidentiality obligations no less restrictive than those set out in this clause.
The Buyer shall be responsible for any unauthorised disclosure or use of the Confidential Information by any person to whom disclosure was made pursuant to this clause.
13.2 The obligations of confidentiality under this clause shall not apply to information that:
a) is or becomes publicly available through no fault of the Buyer;
b) was lawfully in the Buyer’s possession before disclosure by the Seller;
c) is lawfully disclosed to the Buyer by a third party without restriction on disclosure; or
d) is independently developed by the Buyer without use of or reference to the Seller’s Confidential Information.
13.3 The Buyer shall, on demand and in any event upon termination or expiry of the Contract, return or (at the Seller’s option) destroy all materials containing Confidential Information and certify in writing that it has complied with this obligation.
13.4 This clause 13 shall survive termination or expiry of the Contract, howsoever arising, for a period of five (5) years, or indefinitely in the case of trade secrets or other information which by its nature remains confidential beyond that term.
DATA PROTECTION
DATA PROTECTION
14.1 Data Processing by the Seller
To the extent that the Seller processes any personal data on behalf of the Buyer in connection with the performance of this Contract, both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (collectively, the “Data Protection Legislation”).
The Seller will process personal data only in accordance with the Buyer’s documented instructions and solely for the purpose of fulfilling its obligations under the Contract.
The Seller shall not use the personal data for any other purposes without the prior written consent of the Buyer, unless required to do so by applicable law.
The Seller shall implement appropriate technical and organisational measures to ensure the security and confidentiality of personal data, as required under the Data Protection Legislation.
14.2 Seller as Data Controller
Where the Seller is acting as a data controller (e.g., for its own customer relationship management purposes or for processing related to the provision of Goods), its processing activities will be governed by its Privacy Policy, which is available on the Seller’s website and forms part of the Contract. The Seller may update its Privacy Policy from time to time, and the latest version will apply.
The Buyer acknowledges that in such cases, the Seller’s Privacy Policy will govern the collection, use, and processing of personal data for purposes unrelated to the direct provision of the Goods under this Contract.
14.3 Buyer’s Warranties Regarding Data
The Buyer warrants and represents that:
It has obtained all necessary consents and has established all lawful bases required under the Data Protection Legislation to provide any personal data to the Seller for the purposes of performing this Contract.
Any personal data provided by the Buyer to the Seller has been collected, processed, and shared in compliance with applicable data protection laws, including obtaining any necessary consents from the individuals whose data is being shared.
The Buyer shall notify the Seller promptly if it becomes aware of any breach of the Data Protection Legislation related to the personal data provided to the Seller.
14.4 Data Subject Rights
The Buyer acknowledges that it is the responsibility of the Buyer (as the data controller) to ensure compliance with the rights of data subjects, including the rights to access, rectification, erasure, data portability, and objection. The Buyer shall promptly respond to any requests from data subjects regarding these rights and shall cooperate with the Seller to ensure the data subject’s rights are fulfilled.
14.5 Subprocessing
The Buyer agrees that the Seller may engage third-party subprocessors to assist in fulfilling its obligations under the Contract. The Seller will ensure that any such subprocessors are bound by appropriate data protection obligations.
The Seller will provide the Buyer with a list of subprocessors upon request and notify the Buyer of any new subprocessors that are engaged during the term of the Contract.
14.6 Data Retention
The Seller shall retain personal data provided by the Buyer only for as long as necessary to fulfill the purpose for which it was collected or as required by applicable law, whichever is longer. Upon termination or expiry of the Contract, the Seller shall either return or securely destroy the personal data, in accordance with the Buyer’s instructions, unless retention is required by law.
14.7 Data Breach Notification
In the event of a data breach involving personal data processed by the Seller, the Seller shall notify the Buyer without undue delay, and in any case within 72 hours, providing details of the breach and any corrective actions taken, as required under the UK GDPR.
FORCE MAJEURE
15.1 Seller’s Non-Liability for Force Majeure
The Seller shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event or circumstance beyond the Seller’s reasonable control, including but not limited to:
Acts of God (such as earthquakes, floods, or other natural disasters),
War, riot, civil commotion, terrorism, or other acts of violence,
Accidents, breakdowns of plant or machinery, fire, or explosion,
Epidemics, pandemics, or other health crises,
Strikes, lockouts, or other industrial disputes,
Shortage of materials, energy, or resources,
Failure of telecommunications networks or transport infrastructure,
Acts or restrictions imposed by government or regulatory authorities.
15.2 Notification of Force Majeure Event
If a Force Majeure Event occurs, the Seller shall promptly notify the Buyer of the nature and extent of the event and the impact on the Seller’s ability to perform its obligations under the Contract. The Seller shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
15.3 Termination Due to Continued Force Majeure
If a Force Majeure Event continues for more than three (3) months, either party may terminate the Contract by giving written notice to the other party. Upon such termination:
Neither party shall have any liability to the other party for any failure or delay in performance due to the Force Majeure Event, except for any rights or liabilities that have accrued up to the date of termination.
Any advance payments made by the Buyer for Goods that have not been delivered will be refunded by the Seller, less any reasonable expenses incurred up until the point of termination.
15.4 Obligation to Mitigate
Each party shall take all reasonable steps to mitigate the impact of the Force Majeure Event on its ability to perform its obligations under the Contract. This includes, but is not limited to, securing alternative suppliers or arrangements for transportation or services that are impacted by the Force Majeure Event.
15.5 Temporary Suspension of Obligations
In the event of a Force Majeure Event, the Seller may suspend its obligations under the Contract for the duration of the event, provided that such suspension is limited to the period during which performance is impossible or delayed due to the Force Majeure Event.
