The following definitions shall apply in these terms and conditions: "Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out. "Company" means Premier Farnell UK Limited trading as “Farnell” or “Farnell element14” or its permitted assigns. "Conditions" means these terms and conditions. "Contract" means any contract between the Company and the Customer for the sale and purchase of any of the Supplies. "Customer" means the person(s) or company whose Order for any of the Supplies is accepted by the Company. "EULA" means shrink-wrap end user licence agreement contained within the packaging of any Software or the click-wrap or web-wrap end user licence agreement which the Customer is required to accept before downloading any Software and expressed to be made between the licensor named within the end user licence agreement and the Customer. "Goods" means any goods (including any Software) supplied or to be supplied by the Company to the Customer. "Order" means the Customer’s order for the purchase of any of the Supplies by the Company as set out in the Company’s order form, the Customer’s written acceptance of the Company’s quotation, or placed via telephone, fax, email or the Company’s online ordering facility. "Services" means any services supplied or to be supplied by the Company to the Customer. "Software" means any software identified in an Order, which, along with the applicable EULA, shall also reference the scope of use, duration of use and the number of users provided for under any such software. "Supplies" means any Goods and/or Services. "Tangible Goods" means any physical Goods supplied or to be supplied by the Company to the Customer (including any Software supplied or to be supplied in CD-Rom form). "VAT" means United Kingdom value added tax or any similar sales tax imposed in any other jurisdiction.
Any reference within these Conditions to:
"in writing" includes electronic communications; and
"despatch" or "despatching" means (i) in the case of any Tangible Goods, the time that such Tangible Goods are sent by the Company for delivery to the Customer by any form of carriage and (ii) in the case of any Software provided by the Company electronically for download by the Customer, the time that such Software is made available to the Customer to download and use in accordance with the applicable EULA.
2. Business customers
The Company is a business to business supplier. The Catalogue and any specialogues and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.
All Orders are accepted by the Company subject to and in accordance with these Conditions. In addition, the Customer agrees to enter into and comply with the EULA which applies to any Software purchased from the Company. These Conditions and, in respect of any Software supplied, the terms and conditions of any applicable EULA, override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the these Conditions or any other document produced by the Customer.
If there is any conflict between:
the other provisions of this Catalogue and these Conditions; or
the provisions of any Order and these Conditions,
then these Conditions will prevail unless the Company agrees otherwise in writing.
If there is any conflict between the provisions of any applicable EULA and these Conditions, these Conditions will prevail in relation to (i) the manner in which the Customer may order copies of any Software, (ii) the obligations of the Customer to pay for any Software and (iii) the Company’s liability to the Customer in respect of any Software. The scope of the Customer’s right to use any Software and the Customer’s rights and remedies against the owner of any Software in relation to the functionality of such Software shall be as set out in the applicable EULA and any claim made by the Customer in relation to the use or functionality of any Software provided by the Company to the Customer will be under the applicable EULA.
Together with any terms accepted by the Company in connection with an Order these Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
4. New accounts
A Customer wishing to open a credit account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.
The Company reserves the right to decline to trade with any company or person.
To avoid duplication, written confirmation by the Customer of telephone Orders or any Orders placed over the internet must be clearly marked ‘Confirmation only’. The Company will not accept liability for Orders not so marked and duplicate Orders will be charged accordingly. Once accepted, no Order may be cancelled without the prior written agreement of a director of the Company.
Without limiting the generality of Condition 5, Orders for Goods which are not included in the Catalogue or are non-stock items or are customised order Goods, may not be cancelled by the Customer.
The Company reserves the right to make a small order handling charge of £3.95 on all orders of £20 or under excluding VAT.
Delivery of Tangible Goods
The Company will use all reasonable endeavours to despatch Tangible Goods ordered before 8 pm Monday to Friday on the same day and all Tangible Goods ordered after such times the next working day, provided that those Tangible Goods are in stock. Such deliveries are usually offered free of charge but the Company reserves the right to charge for delivery of certain items, for example the small order handling charge as set out in Condition 5.4, those items that are very large, heavy or hazardous, and the Company reserves the right to charge for delivery as standard on certain accounts. Any such charge will be notified to the Customer at the time of establishment of its account or placing of the Order to which such charge applies.
Where Tangible Goods ordered are not included in the Catalogue or are non-stock items or are customised order Goods, it may not be possible for the Company to arrange next day despatch but the Company will make reasonable endeavours to notify the Customer of the lead times for such Tangible Goods, where known.
For more urgent deliveries of Tangible Goods the Company offers a special next day and same day delivery, the details and cost of which are set out in the Catalogue. Tangible Goods highlighted in the Catalogue with H next to the order code may be available for delivery within 48 hours but, as a result of their size and/or weight, cannot be delivered using the next or same day service.
The Customer may request delivery or performance by instalments for up to 12 months from the date of the Order. The Company reserves the right to deliver or perform by instalments. Failure to meet a delivery or performance date where deliveries or performance are by instalments shall not prevent or restrict the Company from making further deliveries or rendering subsequent performance under the relevant Contract by instalments.
Delivery will be made to the address specified by the Customer. The Company reserves the right to arrange delivery of any Tangible Goods directly from the manufacturer or supplier of those Tangible Goods to the Customer.
Delivery of Software Electronically by Download
In the case of any Software provided by the Company electronically for download by the Customer, following receipt of payment in cleared funds in full by the Company (or following the Customer’s purchase of any Software pursuant to the terms of an existing credit agreement between the Customer and the Company), and subject to the Company’s completion of any necessary credit, anti-fraud or compliance checks or procedures, the Company will send to the Customer’s email address (as specified by the Customer at the time the Order was placed) an email containing (i) a hyperlink by which the Software can be accessed and (ii) instructions enabling the Customer to activate the Software.
BY PLACING AN ORDER FOR ANY SOFTWARE PROVIDED ELECTRONICALLY FOR DOWNLOAD BY THE COMPANY THE CUSTOMER IS AGREEING TO USE SUCH SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE EULA FOR THAT SOFTWARE.
Delivery of All Goods
The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 7 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance.
Time for delivery and/or performance will not be of the essence and the Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment in full has been received in cleared funds. Where despatch is delayed for such reasons, the Company will use reasonable endeavours to inform the Customer
7. Inspection, defects and non delivery
The Customer must inspect any Goods as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in Condition 16 below, the Company shall not be liable for any defect in any of the Supplies unless written notice is given to the Company within 10 calendar days of the date of inspection.
The Company does not write the Software or any software comprised in the Goods and it is the Customer’s responsibility to check for the presence of computer viruses before the Goods are used.
The quantity of any:
consignment of Tangible Goods, as recorded by the Company upon despatch from the Company’s place of business; or
Software provided by the Company electronically for download by the Customer, as recorded by the Company upon despatch,
shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide evidence to the contrary that is reasonably satisfactory to the Company.
The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 10 calendar days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to Condition 17.1 below, the liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with Condition 7 will be limited to replacing the defective Goods or re-performing the defective Services within a reasonable time or to refunding the price paid in respect of such defective Goods and/or defective Services.
Prices for Supplies are in £ sterling and are exclusive of VAT. Where the Company agrees to trade in Euro, it will specify an exchange rate for each Order. The Company has used all reasonable endeavours to ensure that prices for Supplies are accurately set out in the Catalogue but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an Order is accepted. Where Supplies are to be made in instalments ('Scheduled Delivery') the price payable for them will be that applicable at the time the Order is received but, where Scheduled Deliveries continue for a period of 90 calendar days or more from the date the Order is received, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of the Scheduled Delivery period.
All sums payable by the Customer in accordance with these Conditions are exclusive of VAT. Where any Supplies are provided by the Company to the Customer that are subject to VAT, the Customer shall pay an amount equal to such VAT (in addition to any other consideration payable by the Customer) to the Company and the Company shall (where required by applicable laws) issue an appropriate VAT invoice to the Customer.
Orders for Goods are usually accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its Order and the pricing error could have reasonably been recognised by the Customer as a mispricing.
Subject to Condition 9.2, payment is usually due not later than the 20th of the month following the month of despatch in respect of any Goods and not later than the 20th of the month following the month of performance in respect of any Services, without any deductions, withholding or set off.
The Company reserves the right to request payment in advance or otherwise in accordance with the payment terms specified by the Company in any Order or in accordance with Condition 6.2.
Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
cancel the Order or suspend any further deliveries or performance;
appropriate any payment made by the Customer to such of the Supplies (or any of the Supplies made under any other contract) as the Company may think fit; and
charge interest (both before and after any judgment) on the amount unpaid at the rate of 5% per annum above the base rate from time to time of HSBC Bank plc from the due date of payment until payment is made.
Invoices will be sent electronically to the email address provided during the account application process. This can be changed or a printed invoice requested by contacting the Farnell element14 Accounts Receivable department (contact details can be found on the invoice). If a printed invoice is required, Farnell element14 reserves the right to levy a charge to cover postal costs.
The Company reserves the right to charge for copy invoices or credit notes at the rate of £1.00 per copy where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administration fee to cover all and any costs incurred.
Subject to the provisions of Condition 10 and Condition 11, the Company operates a 21 calendar day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 21 calendar days of despatch.
Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns material authorisation number (‘RMA’).
All Goods are returned at the Customer’s risk and expense and should be undamaged and in their original packaging (if applicable). The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
The Customer should return Tangible Goods to “The Returns Department, Farnell element14 International Distribution Centre, Castleton Road, Leeds, LS12 2EN” clearly quoting the returns material authorisation number (RMA), Customer’s account number and Order number on the outside of the package.
Any Goods returned after 21 calendar days of despatch as ‘unwanted’ or ‘incorrectly ordered’ may be accepted at the discretion of the Company, but will be subject to a minimum restocking fee of 20% of the invoice value of the Goods or £10, whichever is the greater.
Subject to Condition 11 below:
Tangible Goods that consist of Software or are specially constructed or contain any of the hazardous substances referred to in Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment (‘RoHS’);
any Goods which are not included in the Catalogue or are non-stock items or are customised order Goods;
any static-sensitive Goods or moisture sensitive components supplied in sealed packaging in which the blister or ‘peel’ packs they are supplied in have been opened, tampered with or damaged;
any Software provided in a physical format by the Company that has been unsealed by the Customer; and
any Software provided electronically for download by the Company,
may not be returned under Condition 10.
11. Consumer contracts regulations
Subject to Condition 11.3, if, notwithstanding the terms of Condition 2, the Customer demonstrates conclusively that he or she purchased Supplies as a consumer, as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Customer may, provided he or she has taken reasonable care of the Goods, return the Goods and be repaid the price paid in respect of them within 21 calendar days of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 21 calendar day period to “The Returns Department, Farnell element14 International Distribution Centre, Castleton Road, Leeds, LS12 2EN” clearly quoting the returns material authorisation number (RMA), Customer’s account number and Order number on the outside of the package (see Condition 10.4).
Goods should be returned within the return policy time period set out in Condition 10 with proof of posting and with postage tracking enabled and the Customer is responsible for payment of all postage costs. In respect of certain Goods the Company may prefer to arrange collection itself and, if requested, the Customer will allow the Company to collect the Goods and will assist in the arrangements for the Goods’ collection. All reasonable costs of collection will be borne by the Customer. The Customer is responsible for the care and custody of the Goods pending their return or collection. Following receipt of Goods which comply with this Condition 11, the Company will refund to the Customer the price paid in respect of the Goods.
Condition 11 shall not apply to any Software provided in a physical format by the Company that has been unsealed by the Customer or any Software provided electronically for download by the Company that has been despatched to the Customer.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in the Catalogue, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract.
If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and, subject to Condition 17.1, accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation. Without prejudice to Condition 12, Customers are recommended to check the Company’s website for the latest Descriptions of the Goods, in particular, but without limitation, with regard to statements regarding RoHS.
13. Risk and ownership
Risk in the Goods
The risk of damage to or loss of Goods will pass to the Customer:
in respect of Tangible Goods, when the Tangible Goods are unloaded from the Company’s carriers at the Customer’s premises; and
in respect of any Software provided electronically for download by the Customer, the time that such Software is made available to the Customer to download and use in accordance with the applicable EULA.
Title in the Goods
Subject to Condition 13.3 below, ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold such Goods on a fiduciary basis as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an Order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
Title in any Software, including any software program forming all or any part of the Goods, is reserved to the Company and/or its suppliers and shall not pass to the Customer.
14. Quality Assurance
All Goods detailed in the Catalogue have been processed in strict accordance with standard quality procedures approved to BS EN ISO 9001: 2000, unless indicated otherwise on the despatch documentation. Further details can be obtained from the Company’s website at the time of ordering.
15. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of any of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise.
The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed.
Except as set out in Condition 17.1, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with Condition 15 prove to be incorrect, inaccurate or misleading (the “Inaccurate Statement”), will be limited to the refund of the price paid for any part of the Supplies about which the Inaccurate Statement was made or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. In addition, subject to Condition 16.2 below, the Company will, free of charge, repair or, at the Company’s option, replace Tangible Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. However, this obligation will not apply:
if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
because the Customer did not follow the manufacturer’s instructions for storage, usage, installation or maintenance of the Goods;
if the Customer has failed to notify the Company of any defect in accordance with Condition 7 where the defect should have been reasonably apparent on reasonable inspection; or
if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the Order for the Supplies) of the date of despatch of the Goods or performance of the Services even if the claimed date of inspection occurs after this period.
Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error and any claim made by the Customer in relation to any alleged defects or error in any Software provided by the Company to the Customer will be under the applicable EULA and must be made against the licensor under the EULA.
Any replacement Supplies provided or Goods repaired under Condition 16 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under Condition 16. The Customer shall ensure that the Company’s employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making backup copies of any information on such computers or processors before the arrival of the Company’s employees, agents or representatives on the Customer’s premises.
Except as set out in Condition 17.1 below and Condition 7 above, Condition 16 is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
No support and maintenance services in respect of any Software will be provided by the Company to the Customer except those specifically referred to in the Order for such Software.
17. Exclusion of Liability
The Company does not exclude its liability to the Customer:
for breach of the Company’s obligations under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
for personal injury or death arising as a result of the Company’s negligence;
under section 2(3) of the Consumer Protection Act 1987;
for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or
for fraud or fraudulent misrepresentation.
Except as provided in Conditions 7 (Inspection, defects and non delivery), 15 (Performance and fitness for purpose), and 16 (Warranty/Guarantee) and Condition 17.1, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss or for any loss or damage which is not a reasonably foreseeable result of any breach of these Conditions howsoever caused or arising out of or in connection with:
any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on the part of the Company’s employees, agents or sub-contractors;
any breach by the Company of any of the express or implied terms of the Contract;
any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
any acts or omissions of the Company at the Customer’s premises;
any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or
otherwise under the Contract.
The Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 15) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
Save as set out in Condition 17.1 the Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies. Each of the Company’s employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions 7, 12, 15, 16, 17 and 18 in that person’s own name and for that person’s own benefit.
18. ProductWatch and Farnell element14 element14 ProductFind
The Customer acknowledges that these services are, as at the date of issue of these Conditions, provided free of charge. Without limiting the generality of Condition 17:
in relation to ProductWatch:
the Company will make all reasonable efforts to inform the Customer of the pending obsolescence or replacement of any Goods but accepts no liability for failing to do so in a timely manner or at all, nor for failing to provide details of possible or appropriate substitutes or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods suggested are suitable for the Customer’s intended use and no representations or warranties are provided in this regard.
In relation to Farnell element14 ProductFind:
the Company will make all reasonable efforts to assist the Customer in identifying and/or procuring suitable Goods but accepts no liability for failing to do so in a timely manner or at all nor for failing to source possible or appropriate Goods or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods are suitable for the Customer’s intended use and no representations or warranties are provided in this regard.
19. Intellectual property rights
The Supplies in this Catalogue may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business (subject to the Customer at all times complying with the terms and conditions of any applicable EULA in respect of any Software supplied by the Company to the Customer).
The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable.
The Company owns full copyright in respect of this Catalogue and its reproduction in whole or part is prohibited without the Company’s prior written consent.
20. Use of Personal Data
In the event that the Company sends promotional material to the Customer in relation to Goods or Services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
22. Country of origin
Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacture or production of the Goods or any part of them.
Separate Conditions of Supply apply to export transactions and are available on request from the Company’s export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined.
Certain Goods imported from the United States of America by the Company are subject to specific restrictions. With respect to goods manufactured in or originating from the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies.
The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.
24. US Stock
In relation to any contract for the supply of Goods which are notified by the Company to be US Stock or Newark direct ship Goods or subject to the US Stock or Newark direct ship terms (“US Stock Goods”), the provisions of Condition 24 shall apply in addition to all other terms and conditions set out in these Conditions. If there is any conflict or inconsistency between the terms set out above and Condition 24, Condition 24 shall prevail. Condition 24 does not apply to any Contract which does not include US Stock Goods.
All Orders containing US Stock Goods are subject to an additional delivery charge in the amount published by the Company at the time of the Order (currently £15.95 per Order but subject to change from time to time) (“the US Stock Fee”). In some circumstances (depending on the size and weight of the item(s), as well as the speed and/or dates of delivery required) the US Stock Fee may be higher and in such circumstance, an updated US Stock Fee (payable by the Customer) will be confirmed by the Company prior to shipping. The Customer will have the right to cancel the Order, prior to the shipping of the relevant Goods should the US Stock Fee be higher than £15.95. However, once the delivery of the Goods has been confirmed, those Goods will be deemed non-cancellable and non-returnable. US Stock Goods are normally delivered 3 working days after receipt of an Order received prior to 6 pm on a working day. US Stock Goods ordered after 6 pm on a working day or on a non-working day are normally delivered 3 working days after the next working day following receipt of the Order. This is regardless of the delivery method chosen during the Order process (which shall continue to apply to all other Goods ordered). The special same or next day delivery service does not apply to US Stock Goods. All delivery times set out in Condition 24 are estimates only.
Cancellation and returns
Save in accordance with Condition 11 above, all orders for US Stock Goods, whether single drop or scheduled, are irrevocable and cannot be cancelled and US Stock Goods may not be returned except in accordance with Conditions 11 or 16 (if applicable) or with the prior written consent of a director of the Company.
Use of personal data in relation to US Stock Goods
In order to fulfil any Contract for US Stock Goods the Company will transfer the personal data of the person to whom the Goods are to be delivered to the USA. In placing any Order for US Stock Goods, the Customer accepts that this transfer will take place and consents to its taking place, even though the USA does not provide the same level of protection to personal data as the UK. The Company will endeavour to ensure that the personal data will receive an adequate level of protection while in the hands of its representatives in the USA. Where the personal data relates to another individual to whom the Goods are to be delivered, the Customer agrees that he or she has the authority of that individual to consent on their behalf. The Customer can withhold or withdraw his or her consent by email at email@example.com or by writing to the Company at Farnell element14, Marketing, Canal Road, Leeds, West Yorkshire, LS12 2TU but this will severely curtail the service which the Company can offer and may require the Company to vary the terms of the Contract.
25. Age requirements for certain Goods
Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.
26. Prohibited Applications
The Goods are not designed, authorised or warranted to be suitable for use in anti-personnel landmines, nuclear facilities or weapons, chemical or biological weapons, missile technology, space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage. Use or inclusion of the Goods in any such equipment, system or applications is strictly prohibited (unless the Company agrees in writing that such prohibition does not apply to a particular product) and any such use will be at the Customer’s own risk. The Customer will indemnify the Company and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.
In the event that the UK changes to a single unified European currency (known as the Euro or otherwise), or agrees to the fixing of conversion rates between European Union member states, it will not have the effect of altering any term, or discharging or excusing performance under a Contract.
28. Force majeure
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under a Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, terrorist attack, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
29. Recording of telephone calls
The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to or from its premises for training, security and quality purposes.
30. Legal construction
All Contracts and non-contractual disputes shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions of Supply.
The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any of its holding companies, its subsidiaries, or the subsidiaries of any of its holding companies (“holding company” and “subsidiary” being as defined in section 1159 of the Companies Act 2006) at any time.
Except as set out in Condition 17, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
These Conditions supersede all previous issues. [August] 2015
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