GENERAL

TERMS AND CONDITIONS OF SALE

The Seller is Red Box Limited.

The Buyer is any person or company who buys or has agreed to buy Goods from the Seller. Goods means goods provided by the Seller in accordance with the Seller’s standard Terms & Conditions of Sale. These Terms & Conditions of Sale supersede any previous Terms & Conditions of Sale of the Seller. Any variations of these Terms & Conditions must be confirmed in writing by the Seller and will not otherwise be valid. Any waiver by the Seller of these Terms & Conditions of Sale on any occasion shall merely act as a waiver on that occasion, and shall not affect the Seller’s right to enforce these Terms & Conditions on any further occasion. No Terms & Conditions stipulated by the Buyer shall have effect unless otherwise agreed in writing by the Seller.

PRICES

Unless otherwise stated any prices quoted by the Seller are:
(i) exclusive of value added tax and any other taxes and duties.
(ii) exclusive of carriage, packaging and insurance.
(iii) exclusive of any release certificates.

The Seller shall charge extra in respect of these items. Prices to the Buyer are subject to change without notice after the date of the Seller’s acceptance of the Buyer’s order where the Seller has incurred increased costs due to currency exchange rate change, import duty change, increased prices from supplier or surcharges. Where agreed call-offs are not adhered to, the Seller reserves the right to amend the price structure in accordance with quantities delivered. In any event the Seller retains the right to invoice at the price ruling at the time of delivery. The Seller reserves the right to amend prices to correct errors or omissions.

PAYMENT

Strictly net cash with order unless a credit account has been established with Red Box Limited, but payments must in any case be made no later than thirty days from the relevant invoice. Where payment is not made in accordance with the terms above, the Buyer shall pay interest on any account calculated at 5% above Lloyds Bank PLC’s base rate for the time being in force calculated on a daily basis. The Seller reserves the right to suspend deliveries where payment is not received in accordance with these Terms & Conditions of Sale. The Seller reserves the right at the Seller’s complete discretion to refuse to establish a credit account for any buyer, to refuse credit to any Buyer notwithstanding that a credit account may already have been established, and to withdraw credit account facilities. Without prejudice to the Seller’s other rights, a minimum charge of fifty pounds will be levied on all returned cheques. DELIVERY
All despatch dates are estimated and are not guaranteed and do not form a term of this contract. Whilst every endeavour will be made to comply with these dates, the Seller shall have no liability whatsoever for delay in despatch or delivery, or for any loss occasioned thereby. Late delivery does not entitle the Buyer to cancel the order. Any shortages and/or damages in delivery must be notified in writing to the Seller within two days of receipt, otherwise the sale contract is considered to be fulfilled.

RISK

(a) Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the Goods.
(b) Delivery of the Goods shall be deemed to take place at the time the goods are placed in the hands of any delivery agent of the buyer, if the Buyer collects the goods, or delivered to the buyer where Red Box is arranging delivery.

OWNERSHIP

At the Seller’s discretion, ownership of the Goods may not pass from the Seller to the Buyer until the Buyer has made a payment in full thereof (and any other monies owing to the Seller). If payment is not made in accordance with these Terms & Conditions of Sale, the Seller shall have the right (without prejudice to the obligation of the Buyer to purchase the Goods, and to any other remedy that may be available to the Seller) to retake possession of Goods not fully paid for, and to go upon any premises occupied by the Buyer.

CANCELLATIONS AND RE-SCHEDULES

Requests to cancel or re-schedule orders must be made in writing to the Seller. The Seller is under no obligation to accept such cancellations or reschedules. Without prejudice, the Seller reserves the right to make a charge on the Buyer to recover costs and loss of profit incurred by the Seller due to such a cancellation or re-schedule.

WARRANTY

Unless otherwise stated, if any Goods being hardware are or become faulty or defective by reason only of use of defective materials or workmanship within a period of one year from the date of delivery, the Seller will at the Seller’s option either refund the price of such Goods or replace by equivalent or more modern product or repair such Goods provided that the Buyer shall have notified the Seller of the fault or defect in the Goods, and shall have returned the faulty or defective Goods to the Seller. Other than set out in this Condition of all warranties, conditions or other terms expressed or implied, statutory or otherwise, are excluded. Subject to the aforesaid the Seller shall be under no liability in contract or tort for any loss, damage, death or injury arising directly or indirectly out of the supply, use or misuse of the Goods to the Buyer or any third party.

SOFTWARE

All software, including related documentation, is supplied under licence of the applicable proprietary owner. Title or ownership to software does not transfer to the Buyer under any circumstances. It is the sole responsibility of the Buyer to comply with any terms and conditions of licence attaching to software supplied and delivered by the Seller and the Buyer is hereby notified that failure to comply with such terms and conditions could result in the Buyer being refused a software licence or having the same revoked by the proprietary owner.

FORCE MAJEURE

Red Box Limited will not be liable to the Buyer or deemed to be in breach of contract because of any delay or non-performance directly or indirectly due to any cause beyond Red Box Limited ‘s reasonable control including without limitation lack of adequate instructions from the Buyer, Governmental regulations or requirements, Acts of God, unavailability of materials, work stoppages,strikes, slowdowns, boycotts or other industrial action and in such case may wholly or partially suspend shipment of Goods.

WAIVER

The failure on the part of Red Box Limited to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

SEVERABILITY

The invalidity of the whole or any part of any of these Terms & Conditions shall not affect the validity of the remaining part of the particular Term or Condition or the provisions of these Terms & Conditions.

LAW

This contract shall be governed by English Law and the English courts shall have jurisdiction in relation thereto.

DATA PROTECTION NOTICE

We may transfer information about you to our bankers, in order for them to provide their services to us and other customers of theirs and to help them to (a) obtain credit insurance (b) undertake credit control (c) undertake assessment and analysis (including credit scoring, market, product and statistical analysis (d) securities debts and (e) protect their interests. We or our bankers may make credit reference agency searches in respect of your business and its principals. Please note that credit reference agencies make a record of searches which may be used to prevent fraud or money laundering or by other subscribers to make credit decisions about you. Our bankers may give information about you and your indebtedness to the following for the purpose stated. a) any other divisions or associated companies of theirs – for the business purposes of such divisions or companies; b) our or their insurers – to quote for and issue any credit policy or to deal with any claims; c) any advisers acting on our or their behalf – so the advisers can carry out their services; d) any business to whom your indebtedness or our financing arrangements with them may be transferred – to facilitate such transfer; e) to any person to whom they have a duty of disclosure or to whom the law permits disclosure; Our bankers may make decisions about you solely using an automated decision making process, such as credit scoring, however, they will tell us ( and in turn we will tell you) if they make a significant decision only using such a process. Through us you can then request a review of their decision using other means; Our bankers may monitor and/or record your phone calls to them for training and/or security purposes. We will provide you with details of our bankers on request, including a contact telephone number from where you can obtain details of the credit reference agencies used by them and any third parties to whom information is transferred.

GDPR

Red Box will hold your company data such as contact details (addresses, telephone numbers, email), and general company data which is necessary for the trading relationship between our two businesses. Red Box will hold this data when the data has been provided by your company to us by your consent OR when it had a LEGITIMATE INTEREST to do so according to normal business practice.

RETENTION OF TITLE

Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until the seller has received payment of the full price of (a) all goods and/or services the subject of the contract and (b) all other goods and / or services supplied by the seller to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and buyer.

Red Box Limited

Unit 7 Castle Park – Fountain Lane – Frodsham – Cheshire – WA6 6SE – United Kingdom Tel: 00 44 1928 731310 – www.redbox-ltd.com