1.1 "Goods" - Means all goods and services which the Customer agrees to buy from Cello Electronics (UK) Ltd including replacements for defective Goods, hardware documentation and software products licensed for use by the Customer.
1.2 "Contract" - Means the Contract between Cello Electronics (UK) Ltd and the Customer for the sale of Goods by Cello Electronics (UK) Ltd to the Customer.
1.3 "Cello Electronics (UK) Ltd" - principal place of business is at Cliff Lodge, Harmby Road, Leyburn, North Yorkshire, DL8 5NS, Registered Office, 29 Brandon Street, Hamilton, South Lanarkshire, ML3 6DA.
1.4 "Customer" - Means the person or any company that purchases or agrees to purchase Goods.
1.5 "Website" - Means any published promotional material produced by Cello Electronics (UK) Ltd on their website.
2.1 All orders for Goods are accepted by Cello Electronics (UK) Ltd subject to these conditions of sale, which supersede any other terms previously published. These conditions of sale override and exclude any other terms stipulated or incorporated or referred to by the Customer, whether in a purchase order or on Cello Electronics' Website or during any negotiations or any course of dealing established between Cello Electronics and the Customer. These conditions constitute the entire understanding between Cello Electronics and the Customer for the sale of Goods.
2.2 If you do not agree to the Conditions of Sale, or any subsequent modification, please do not access, browse or otherwise use this site.
2.3 All descriptions and illustrations contained in Cello Electronics' or any price list or otherwise communicated to the Customer are intended merely to present a general idea of the Goods and nothing contained in any of them shall form any part of the Contract.
2.4 Any Website material published by Cello Electronics is an invitation to treat and not an offer to supply.
2.5 Subject to clause 2.6 any advice or recommendation given by Cello Electronics or its employees or agents to the Customer dealing as a consumer as to the storage, application or use of the Goods is followed or acted upon entirely at the Customer's own risk and accordingly (except in the case of manifest error, gross negligence or contractual misrepresentation by such persons) Cello Electronics shall not be liable for any such advice or recommendation which is not confirmed in writing by a Director of Cello Electronics.
2.6 Clause 2.5 shall not apply to any Customer purchasing Goods as a consumer.
3.1 All prices for the Goods are in pounds Sterling and subject to Value Added Tax ("VAT") at the relevant rate ruling on the date of despatch and do not include the cost of carriage, package, invoice or other charge which becomes payable under this Contract.
3.2 Whilst every endeavour will be made to maintain the prices, Cello Electronics reserves the right to alter prices at any time without prior notice.
4.1 Where possible orders should be made using Cello Electronics' order codes and a Customer number.
4.2 Written confirmation is not required for a telephone order, but if sent it must be marked 'Confirmation Only' to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Customer and Cello Electronics reserves the right to treat such duplication as it sees fit.
4.3 Orders submitted by fax or post should use one of Cello Electronics' official order forms.
4.4 Cello Electronics reserves the right to deliver part orders, or hold orders until all items are available, as required. Credit cards are charged when Goods are ordered, except where an order is placed by a Customer who possesses a credit account with Cello Electronics which has been arranged in advance.
4.5 Cello Electronics reserves the right to decline to trade with any person or organisation. In addition, and notwithstanding any other provisions of these conditions of sale, Cello Electronics may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by email, facsimile or telephone within 24 hours (excluding weekends and public holidays) of receipt by Cello Electronics of an order. In the event that Cello Electronics declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded.
5 Credit Account Orders
5.1 Customers wishing to purchase Goods on account at Cello Electronics will be required to provide a written purchase order containing the Cello Electronics trade account number.
6.1 Payment shall be made by the Customer for all monies owed to Cello Electronics in respect of orders for Goods(Payment).
6.2 Payment shall be made on order and is acceptable by cash, cheque or all major credit and debit cards: (Switch, MasterCard and Visa). Cheques and Postal Orders should be made payable to Cello Electronics and crossed "payee only".
6.3 Accounts - Credit terms shall be considered on request and subject to status, satisfactory references and acceptable trading history with Cello Electronics, notwithstanding that Cello Electronics reserves the right to refuse credit terms. Payment is due within the agreed terms without any deductions whether arising by way of lawful or alleged right of set off or counterclaim or otherwise whatsoever. The time for Payment is of the essence. If the Credit Customer fails to make any Payment on the due date, then, without prejudice to any other right or remedy available to Cello Electronics, it shall be entitled to:
i) Cancel the order and suspend further deliveries of Goods.
ii) Appropriate any payments made by the Customer to such of the Goods (or Goods supplied under any other order) as Cello Electronics may think fit.
iii) Charge an administration fee for any legal or other actions required to recover monies due.
iv) Charge interest on the unpaid amount from the due date at a rate of 3% per month above base rate of HSBC Bank from time to time in force.
7.1 The risk of damage to or loss of goods supplied by Cello Electronics will pass to the Customer when the goods are loaded on to the delivery vehicles at Cello Electronics' premises. However, the property in the Goods shall not pass from Cello Electronics to the customer until:
i) The Customer shall have paid the price of the Goods including VAT in full; and
ii) No other sums whatever shall remain owing to Cello Electronics.
7.2 Until property in the Goods passes to the Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for Cello Electronics. The Customer shall store the Goods (at no cost to Cello Electronics) separately from all other Goods in its possession and marked in such a way that they are clearly identified as Cello Electronics property.
Notwithstanding that the Goods (or any part of them) remain the property of Cello Electronics the Customer may sell or use the Goods in the ordinary course of the Customer's business at full market value for the account of Cello Electronics. Any such sale or dealing shall be a sale or use of Cello Electronics property by the Customer on the Customer 's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from Cello Electronics the entire proceeds of sale or otherwise of the Goods shall be held in trust for Cello Electronics and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Cello Electronics money. Cello Electronics shall be entitled to recover the price of the Goods (including VAT and all other monies due to Cello Electronics from the Customer) notwithstanding that property in any of the Goods has not passed from Cello Electronics.
7.3 Until such time as the property in the Goods passes from Cello Electronics, the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to Cello Electronics. If the Customer fails to return Goods, Cello Electronics may apply to enter any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the goods. On the making of such request to deliver up the rights of the Customer contained in the preceding sub clause shall cease.
7.4 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of Cello Electronics. Without prejudice to the other rights of Cello Electronics, if the Customer does so all sums whatever owing by the Customer shall forthwith become due and payable.
7.5 The Customer shall insure and keep insured the Goods to the full value against 'all risks 'to the reasonable satisfaction of Cello Electronics until the date that property in the Goods passes from Cello Electronics and shall, whenever requested by Cello Electronics, produce a copy of the policy of insurance and evidence of payment of premium. Without prejudice to the other rights of Cello Electronics, if the Customer fails to pay any sums whatever owing by the Customer on the due date, a sum due to Cello Electronics shall forthwith become due and payable.
8.1 Cello Electronics shall levy a charge for delivery of the Goods to the Customer, and the amount of the charge is displayed prior to the Customer's placing of an order. The Customer will be deemed to have accepted the charge for delivery, as displayed, when an order is placed.
8.2 Provided that orders have been received by Cello Electronics before 17.00 hours and are on standard despatch, despatch is normally achieved within 72 hours of the Customer placing an order, although despatch times are not guaranteed.
8.3 Delivery will normally only be made to the Customer's registered address unless Cello Electronics has received written notification of an alternative address beforehand, and the Customer shall make all necessary arrangements to take delivery of the Goods when tendered for delivery.
9 First Class Post
Orders under 1kg will be despatched where reasonably practicable by first class post.
10 Courier Delivery
All items over 1kg will be despatched where reasonably practicable by courier.
11.1 Carriage will be charged on orders involving Export at the appropriate rate.
11.2 It is the responsibility of the Customer to obtain any import or export license or any other documentation deemed necessary by any compliant authority (at the Customer's own expense), and for the avoidance of doubt any contract with Cello Electronics is to be governed solely by English Law and the parties agree to submit to the exclusive jurisdiction of the
12 Inspection, Transit Delays and Non-Delivery
12.1 The Customer must inspect the Goods as soon as reasonably practicable after delivery and shall within 7 working days of such delivery give written notice to Cello Electronics Customer Services of any defect in the Goods or of any other complaint which the Customer may wish to make about Cello Electronics' service.
12.2 Queries regarding shortages of Goods or Goods which appear to have been despatched in error must be made within 7 days of delivery. Queries regarding Goods invoiced but not delivered must be made to Cello Electronics Customer Services within 7 days of the invoice date, and the invoice number must be quoted.
12.3 If the Customer fails to give such notice, the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on reasonable examination, and the Customer shall be deemed to have accepted the Goods accordingly.
12.4 SHOULD THE CUSTOMER DECIDE TO ACCEPT A DELIVERY TO THEM WHICH IS IN A DAMAGED CONDITION THEY MUST ENDORSE THE CARRIER'S DELIVERY DOCUMENTATION.
Cello Electronics will not accept responsibility for goods which have been accepted by the Customer in a damaged condition where no appropriate endorsement appears on the delivery documentation. 12.5 In no circumstances shall Cello Electronics be liable to compensate the Customer by way of damages or otherwise for non-delivery or late delivery of the Goods or any of them or for any loss consequential or otherwise arising from non-delivery or late delivery.
13 Order Cancellations
In the event of part cancellation by the Customer of an order Cello Electronics reserves the right to invoice for any difference in selling price applicable to the quantity despatched up to the time of cancellation. Orders where goods have been specifically ordered for Customer requirements (schedule and non-stock items) cannot be cancelled.
14 Warranty and Returns
14.1 Cello Electronics will not accept returns unless prior authorisation has been obtained from Cello Electronics by the Customer.
14.2 Any defects which under proper use appear in the Goods within a period of twelve months after delivery (or as may be otherwise previously stated by Cello Electronics) and which are due to faulty materials, workmanship or design will be made good by Cello Electronics either by repair or, at Cello Electronics' discretion, by replacement provided that the Goods or the defective parts thereof are returned together with (if relevant) all complete accessories, instruction manuals and software, and wherever possible in their original packaging, within the twelve month period, and accompanied by a claim in writing which specifies the date of purchase and delivery number, save that the period of twelve months referred to in this clause shall be replaced by the unexpired portion of that period only.
14.3 Except as arising under sub-clause 14.2 hereof Goods must be made available for collection by Cello Electronics in their original condition and in their original packaging within 7 days of delivery in order for the customer to be eligible for any refund. Where Goods are only made available for collection after the expiry of this period Cello Electronics reserves the right to refuse to provide a refund or to deduct a handling charge from the refund. Where Goods are returned because either they are 'not wanted' by the Customer, or they have been 'incorrectly ordered' by the Customer, or duplication has resulted from a Customer's 'confirmation' order not being endorsed to that effect, all the costs of collection and return delivery will be deducted from any refund. A list of current charges is available from Cello Electronics on request.
14.4 Where Goods which the Customer purports to be faulty are found, on their return to Cello Electronics, not to be so, Cello Electronics reserves the right to charge a fee in respect of the costs incurred by them in collection, testing and re-delivery. A list of current charges is available from Cello Electronics on request.
14.5 All warranties and conditions whether implied by statute or otherwise are excluded from this Contract provided that nothing in this Contract shall affect the statutory rights of the Customer dealing as a consumer or liability for death or personal injury caused by the negligence of Cello Electronics.
14.6 Cello Electronics shall be entitled to a general lien on all Goods belonging to the Customer in Cello Electronics' possession (including Goods belonging to the Customer which have been paid for) in lieu of any unpaid costs/fees due under clause 14 and owed by the Customer to Cello Electronics under this or any other Contract.
15 General Descriptive Matter
15.1 Whilst every endeavour is made to ensure accuracy, all specifications, illustrations or other details contained in Cello Electronics' Website or any price list or advertising material or otherwise communicated to the Customer are intended merely to present a general idea of the product and nothing contained in any of them shall form part of the Contract.
15.2 If the description of any Goods not of Cello Electronics' manufacture contained in any correspondence, advertising material, invoice or in Cello Electronics' Website varies from that of the manufacturer's description, the manufacturer's description will be deemed to be the correct description and shall take precedence over Cello Electronics' description. The manufacturer's description is available from Cello Electronics on request.
15.3 Cello Electronics reserves the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability.
16 Product Performance
16.1 Unless the performance figures, tolerances or characteristics of any Goods have been specifically and expressly warranted by Cello Electronics in writing on Cello Electronics headed documentation, Cello Electronics shall be under no liability whatsoever for any failure to attain such figures whether attributable to Cello Electronics' negligence or otherwise.
16.2 It is the responsibility of the Customer to ensure that Goods are sufficient and suitable for the Customer's requirements save insofar as Cello Electronics have specifically advised the Customer in writing that the Goods are sufficient and suitable for the Customer's purposes having been fully and accurately advised by the Customer of their requirements.
17 Country of Origin
Goods listed in any Cello Electronics' Website may originate from a Non-EC source. Unless otherwise confirmed by Cello Electronics in writing, nothing published by Cello Electronics is to be taken as representation of the source of origin, manufacture or production of the Goods or any part thereof.
18 Copyrights, Patents, Intellectual Property and Information
18.1 Goods offered for sale in any Cello Electronics Website may be subject to a patent, trademark, registered design, copyright, topography right or other right of any person. Cello Electronics owns full copyright in respect of any Cello Electronics' Website whether published in paper or electronic form such as CD-ROM or via the Internet. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without Cello Electronics' prior written consent. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the Goods purchased is retained and will not pass to the Customer. The Customer may only use such software programs and a revocable non-exclusion licence is hereby granted for such purpose (so far as Cello Electronics is able) and the software must not be copied or altered or otherwise modified in any way.
Cello Electronics reserves the right to record and use Customer information supplied by the Customer including telephone conversations with the Customer.
18.2 Where any designs or specifications have been supplied by the Customer for manufacture by or to the order of Cello Electronics then the Customer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the customer shall indemnify Cello Electronics against the breach of such warranty accordingly.
19 Data Protection
19.1 Cello Electronics may keep and use the Customers details for the purpose of providing services to the Customer. In addition Cello Electronics may need to disclose the Customers details to organisations working with them anywhere in the world (for example credit reference agencies, organisations who manage Cello Electronics IT
systems, mailing houses and call centres).
19.2 Cello Electronics may send the Customer details of other Goods and services offered by Cello Electronics that may be of interest to the Customer. If the Customer does not wish to receive details of these offers then they should contact Cello Electronics either in writing or by e-mail at email@example.com By accepting these conditions the Customer agrees to all information relating to them or to Goods purchased being held and processed for marketing or other purposes by Cello Electronics.
20 Limitation of Liability
20.1 The Customer will be responsible for ensuring the fitness for purpose of the Goods for the Customer's application unless the purpose is previously notified to Cello Electronics in writing and accepted by Cello Electronics in writing by a Director.
20.2 Cello Electronics accepts no liability whatsoever or howsoever arising in respect of loss, damage or expense arising from errors in information or advice provided whether or not due to Cello Electronics' negligence or that of its employees, agents or sub-contractors save for any loss or damage arising from personal injury.
20.3 Cello Electronics shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of Contract with the Customer, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Cello Electronics, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer.
20.4 The entire liability of Cello Electronics under or in connection with the Contract with the Customer shall not exceed the price of the Goods except as expressly provided in these terms and conditions.
21 Force Majeure
Cello Electronics shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any of Cello Electronics' obligations in relation to the Goods, provided that the delay or failure was due to any cause beyond Cello Electronics' reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Cello Electronics' reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Cello Electronics or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
All contracts between Cello Electronics and the Customer shall be governed by and interpreted in accordance with English Law and the Customer submits to the exclusive jurisdiction of any competent Court in England.
23 Consumer Protection
Nothing contained herein shall affect a Customer's statutory rights if he/she 'deals as a consumer' as defined in Section 12 of the Unfair Contract Terms Act 1977.
Calls may be monitored and recorded for training purposes.
24.1 If the Customer fails to make payment for the Goods in accordance with this Contract or permits any other breach of this Contract for sale or if any distress or execution shall be levied upon any of the Customer's Goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer's business or assets or if any petition for the appointment of any administrator is presented against the Customer or if the Customer shall suffer any analogies proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.
Cello Electronics may in its absolute discretion and without prejudice to any other rights which it may have:
24.2 Suspend all future deliveries of Goods to the Customer and/or terminate the Contract without liability upon its part; and/or
24.3 Exercise any of its rights pursuant to clause 7.
All headings are for ease of reference only and shall not affect the construction of these terms and conditions.
Any provision of this Contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this Contract.
No waiver or forbearance by Cello Electronics (whether expressed or implied) in enforcing any of its rights under this Contract shall prejudice its right to do so in the future.
28 Rights of Third Parties
Save as expressly provided none of the provisions of this Contract are intended to or will operate to confer any benefit (pursuant to the Contracts (Rights of Third Parties) Act 1999) on a person who is not named as a party to this Contract.