Terms & Conditions of Sale
1. Definitions & Effect of Conditions
1.1 These terms & conditions act as a contractual agreement between nSpire Outlet Ltd, the seller, and the buyer. These Conditions shall supersede all earlier conditions of nSpire Outlet Ltd and shall take precedence over any conditions of the Customer and shall not be varied without the written consent of an executive of nSpire Outlet.
We, Us, Our, The Company, The Seller: refers to nSpire Outlet Ltd
The Customer, Buyer, Client, You or Your: refers to you the buyer
Conditions: refers to the terms and conditions of sale
The Goods: refers to the hardware, software, labour or other items which shall be the subject of a contract between you and us.
Price: refers to the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Agreement: means the agreement between the Company and the Customer for the sale of goods and/or the supply of services.
Order: means the Order form in relation to the Goods to be purchased by you either set out in your purchase order or created through our website, or by e- mail, fax or on the telephone. Each Order shall be construed as an offer to purchase those Goods by you;
Quotation: shall mean a Quotation from Us in relation to specific Goods. Prices included in Quotations, Our Price Lists, e-mails, faxes, telephone calls, order acknowledgements or imputed verbally and/or are from our website are indicative only and are subject to change by us at any time. The price you pay will be as set out in the invoice sent to you by us in respect of the relevant order.
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and or services to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.
3. Price, Payment & Credit Notes
3.1 Unless otherwise stated any prices quoted by the company are;
(a) exclusive of value added tax (VAT) and any other taxes
(b) exclusive of carriage, packing and insurances.
(c) exclusive of credit/debit or other payment method surcharges
(d) exclusive of installation, training and/or support charges
3.2 Products including but not limited too: Laptops, Desktops, Monitors, Servers, Phones, Tablets, Apple equipment and other such computing hardware. Unless otherwise stated any prices quoted or product listing by the company are;
(a) exclusive of pre-installed software, operating systems and applications
(b) exclusive of cables, accessories, power adapters and peripherals.
3.3 The price of the Goods and/or Services shall be the price at the date of dispatch and the Supplier reserves the right to amend its quoted prices at any time prior to dispatch.
3.4 Payment for all Goods and/or Services purchased by non-credit account holders shall be made prior to delivery. Payment shall not be deemed to have been made until cleared funds are received in our bank.
3.5 You are not entitled to withhold payment of the Price or to claim set off against any payments due to the Company.
3.6 If any accounts held with the company have been supplied with pre-paid/awarded credit note/s for reasons including but not limited too; returned goods, goodwill guessers, item disputes, service disputes and general pre-paid accounts, your credit note must be used within 6-months from the date the credit was applied to your account.
3.7 Customers paying by methods other than a bank transfer may incur a surcharge.
3.8 We do not store credit card details nor do we share customer details with any 3rd parties.
3.9 No order which has been accepted by us may be cancelled by the Buyer except with our agreement in writing and on terms that the Buyer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of cancellation.
4.1 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.2 Whilst every effort has been made to ensure the pricing and specifications on this website are correct, it is provided on the understanding that company shall not be liable under any circumstances for any consequential loss or damages (including, without limitation, loss of profit or other economic loss and whether caused by the negligence of ourselves, our employees or agents or otherwise) which arises out of or in connection with the information provided on the Site.
4.3 The company effects a Repair, Replace or Credit note policy. If your items are faulty or you are unhappy with them you must inform us within 3 working days as per clause 7.2 'Acceptance of the Goods'. We will then seek to follow the Repair, Replace or Credit policy.
5.1 All goods purchased from the company shall:
(a) conform with their description;
(b) be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and
(c) be fit for any purpose held out by the Seller.
5.2 The seller warrants brand new products for a minimum period of one year unless otherwise specified in the product description commencing on the date of delivery of the Goods (Warranty Period).
5.3 The seller warrants refurbished or used goods for a minimum period of 14-Days unless otherwise specified in the product description commencing on the date of delivery of the Goods (Warranty Period).
5.4 Goods supplied as refurbished or used does not cover warranty on charging battery life, CMOS batteries or that of any Li-ion manufacture equipment. Goods supplied with batteries are strictly untested.
5.5 Good supplied as Refurbished or used are expected to have general wear and tear, You can find more information on our Refurbished Equipment Page.
5.6 Goods do not include a warranty on pre-installed operating systems or software.
6. Delivery of The Goods
6.1 We will deliver the Goods to the delivery address stated in our invoice. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.
6.2 The company undertakes to use its reasonable endeavours to dispatch the Goods on an agreed delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
6.3 The company shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
6.4 All delivery services are subject to courier availability and clearance of payment. We require a minimum of one working day processing time on all orders including next day or 24-hour shipping services.
6.5 The company will not be responsible for damage to any of the goods or loss of the goods or part thereof in transit or for any discrepancy between the goods delivered and the contracted goods to the company unless the customer gives written notice of a claim to the company and to the carrier (as appropriate);
(a) in the case of damage or discrepancy within three working days after having received the goods and;
(b) in the case of loss or shortage within three working days of the date of delivery of the other goods under the relevant consignment.
7. Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods three working days after delivery to the Buyer.
7.2 The Buyer shall carry out a thorough inspection of the Goods within three working days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s expense and the Seller shall, at its discretion, repair or replace any Goods that are defective, or credit note the price of such defective Goods.
7.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8. Credit Accounts
8.1 The Customer can apply to open a credit account with the Supplier by obtaining a credit account application form from the Supplier.
8.2 When the Customer returns a completed credit account application form to the Company, the Company will notify the Customer of its acceptance or rejection within 7 working days.
8.3 If a credit account application is approved for the Customer, the Company will issue a credit account contract statement to the Customer for approval by the Client.
8.4 If any payment on credit shall not be paid on its due date or if your credit limit is exceeded, we shall be entitled to suspend all further deliveries until such payment is received. The right to suspend deliveries under this paragraph shall be in addition to any other remedies to which we are entitled.
8.5 If any invoices remain unpaid 7-days past its due date, the Company will charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. This rate shall be 8% plus the Bank of England base rate for business to business transactions. The Company may also claim reasonable costs in recovering its debt.
9. Title and risk
9.1 Risk shall pass on the delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the company and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
(a) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
(b) for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9.6 In the event of Disputed Goods, such as, but not limited to, fault disputes, possession of the Goods must be retained by the party to whom Title of Goods has passed. Any goods subject to dispute left with The Company may be subject to storage fees in the event of Arbitration or Jurisprudent Action in favour of The Company.
9.7 Any Goods which remain uncollected without notice for a period exceeding 8 weeks may be disposed of.
9.8 In the event of You entering into Liquidation or having a Winding Up Order made against You, or You entering into any composition with Your creditors, or a Receiver, Receiver and Manager or Administrative Receiver being appointed over Your assets or income or any part thereof, or in the event of You being an individual or individuals You committing any Act of Bankruptcy, or having any Bankruptcy Petition presented against You, or if You have failed to pay for any Goods on due date, We may in addition to Our other rights rescind without liability to You any outstanding and unexecuted contracts and We may by Our duly appointed representatives enter Your premises and recover all Goods in respect of which title shall not have passed to You.
10. Force Majeure
10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.
10.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents the Seller from providing any of the Goods for more than 4 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.
11.1 The Company shall have the right at any time and for any reason to terminate any Contract, or account in whole or in part by giving the Seller written notice whereupon all work on the Contract shall be discontinued and the Company shall pay to the Seller fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
12. Limitation of Liability
12.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective products under the Consumer Protection Act 1987.
12.2 Subject to clause 12.1:
(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100.
12.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
12.4 This clause 12 shall survive termination of the Contract.
13.1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
13.1.1 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
13.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.
13.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Seller.
13.7 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
The Company is committed to respecting and protecting the privacy of anyone using our site and the confidentiality of any information that you provide us with. The purpose of this statement is to set out how we use any personal information that we may obtain from you.
| E&OE | nSpire Outlet Ltd | Latest Update: October 29th, 2017. |