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TERMS AND CONDITIONS OF SALE
(Updated 16th January 2012)

1. DEFINITIONS

In these conditions, unless the context requires otherwise:-
1.1 “Customer” means the person who buys or agrees to buy the goods from Touchscreens Direct ;
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Touchscreens Direct ;
1.3 “Delivery Date” means the date specified by Touchscreens Direct when the goods are to be delivered;
1.4 “Goods” means the articles which the Customer agrees to buy from Touchscreens Direct
1.5 “Price” means the price for the Goods excluding delivery charges, packing, insurance and VAT; and
1.6 “Touchscreens Direct” means Touchscreens Direct Limited of Stanier Road, Calne, Wiltshire, SN11 9PX whose registered office is designated as being at the same address.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to all contracts for the sale of Goods by Touchscreens Direct to the Customer to the exclusions of all the terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document;
2.2 All Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions;
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions;
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Touchscreens Direct.

3. PRICE AND PAYMENT

3.1 The Price of Goods shall be Touchscreens Direct’s quoted Price (either written or verbal) which shall be binding upon Touchscreens Direct provided the Customer shall accept Touchscreens Direct’s quotation within the agreed payment terms;
3.2 Payment of the Price and VAT and delivery charges shall be made by the Customer on or before the date fixed in accordance with the terms agreed between the Customer and Touchscreens Direct or within 30 (thirty) days of the date of the invoice (whichever shall be the sooner);
3.3 The Customer shall be liable to pay interest on any overdue amount at an annual rate of 2.5% above the prevailing base rate of Lloyds TSB Bank plc, which interest shall accrue on a daily basis from the date payment becomes due until the Company has received payment of the overdue amount together with all accrued interest.

4. THE GOODS

4.1 The quantity and description of the Goods shall be set out in Touchscreens Direct’s quotation.

5. DELIVERY OF THE GOODS

5.1 Delivery of the Goods shall be made to the Customer’s address or that as specified by the Customer;
5.2 Touchscreens Direct shall not be liable for any loss or damage whatsoever due to failure by Touchscreens Direct to deliver the Goods (or any of them) promptly or at all;
5.3 Notwithstanding that Touchscreens Direct may have delayed or failed to deliver the Goods (or any of them) promptly, the Customer shall be bound to accept delivery and to pay for the Goods in full provided the Delivery shall be tendered at any time within three months of the date of the invoice;
5.4 The Customer must notify Touchscreens Direct immediately if the Goods are not received within ten days from the date of the invoice;
5.5 Goods returned without the prior written approval of Touchscreens Direct may have Touchscreens Direct’s absolute discretion be returned to the Customer or stored at the Customer’s cost without prejudice to any rights or remedies Touchscreens Direct may have.

6. ACCEPTANCE OF THE GOODS

6.1 The Customer shall be deemed to have accepted the Goods up to forty eight hours after delivery to the Customer;
6.2 After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract;
6.3 In the event that the Customer declines to accept the Goods in breach of these conditions, the Customer shall pay Touchscreens Direct as and by way of agreed liquidated damages an amount equal to the Price of the Goods less the net proceeds received by Touchscreens Direct (which the said proceeds may be less than the sum agreed to be paid for the goods by the customer) on re-selling the Goods after deducting the costs and expenses of re-sale;
6.4 Any Goods which are returned by the Customer in accordance with these conditions shall be returned in their original packaging and in a clean re-saleable condition. A restocking charge will be levied by Touchscreens Direct to the Customer of 20% of the original invoice value (less shipping costs).

7. WARRANTIES AND LIABILITY

7.1 Touchscreens Direct warrants that the Goods supplied will, at the time of delivery, correspondence to the description given by Touchscreens Direct . Except where the Customer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12 and/or the Unfair Terms in Consumer Contracts Regulations 1999 Regulation 3(1)) all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

8. THIRD PARTY RIGHTS

8.1 The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to this contract and a person who is not a party to this Contract shall have no right under that Act to enforce any term of the Contract.

9. MANUFACTURERS' GUARANTEES

9.1 The Customer are required to take the benefit of any Manufacturer’s guarantees in relation to the Goods. The Customer shall take all steps promptly to register the Goods with the Manufacturer and comply with any conditions set by the Manufacturer to ensure the continued validity of any such guarantee;
9.2 Touchscreens Direct gives no indemnity to the Customer in respect of any failure or un-enforceability of the Manufacturer’s guarantee.

10. LIMITATION OF TOUCHSCREENS DIRECT’S LIABILITY

10.1 Touchscreens Direct’s liability to the Customer, whether for any breach of contract or otherwise, shall not, in any event, exceed the original sale price and Touchscreens Direct shall be under no liability for any direct loss and/or expense or indirect loss and/or expenses suffered by the Customer or liability to third parties incurred by the Customer.

11. RETENTION OF PROPERTY

11.1 The Goods shall be at the Customer’s risk as from delivery;
11.2 In spite of delivery having been made title to the Goods shall not pass from Touchscreens Direct until:-
- 11.2.1 The Customer shall have paid the Price plus VAT plus delivery charges in full; and
- 11.2.2 No other sums, whatever, shall be due from the Customer to Touchscreens Direct;
11.3 Until title to the Goods passes the to Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as they leave Touchscreens Direct. The Customer shall store the Goods (at no cost to Touchscreens Direct) separately from all other Goods in its possession and marked in such a way that they are clearly identified as Touchscreens Direct ’s property;
11.4 Notwithstanding that the Goods (or any of them) remain the property of Touchscreens Direct, 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 Touchscreens Direct until title to the Goods passes from Touchscreens Direct , the entire proceeds of sale or otherwise of the Goods shall be held in trust of Touchscreens Direct and shall not be mixed with other money or paid into any overdrawn bank account and shall be, at all material times, identified as Touchscreens Direct’s money;
11.5 Until such time as title to the Goods passes from Touchscreens Direct, the Customer shall, upon request, deliver up such Goods that have not ceased to be in existence or re-sold to Touchscreens Direct. If the Customer fails to do so, Touchscreens Direct may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods;
11.6 The Customer shall ensure to keep insured the Goods to the full company price against all risks until the date of the property in the Goods passes from Touchscreens Direct . The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of Touchscreens Direct.

12. PROPER LAW OF CONTRACT

12.1 This contract is subject to the laws of England and Wales.

TOUCHSCREENS DIRECT LIMITED. STANIER ROAD, CALNE, WILTSHIRE. SN11 9PX
© 2012 TOUCHSCREENS DIRECT LIMITED. External content provided by Tyco Electronics Corporation, a TE Connectivity Company. E&OE.
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