1. Definitions
In these Conditions:
“Buyer” means the person, firm or company accepted by the Seller to purchase Goods from it, subject to these Conditions;
“Conditions” means these terms and conditions of sale;
“Contract” means any contract between the Seller and the Buyer for the supply of Goods resulting from a Purchase Order and accepted by the Seller in accordance with Condition 2.4;
“Designated Carrier” means the carrier to which the Seller sub-contracts the carriage of the Goods;
“Purchase Order” means the Buyer’s order for Goods in Writing, which shall include any order that is placed online by the Buyer on the Website;
“RMA Procedure” means the Seller’s Returns Materials Authorisation procedure;
“Seller” means Unifi Communications Limited registered in England and Wales under number 4996151 and whose registered office is at 68 Stanley Road, Teddington, Middlesex, TW11 8TX;

2. Application of these Conditions
2.1 Subject to any variation under Condition 2.2, every Contract shall be subject to these Conditions to the exclusion of all other terms and conditions (including all other conditions which the Buyer purports to apply under any purchase order, confirmation, specification or other document).
2.2 No variation to these Conditions shall have effect unless expressly agreed in Writing by an authorised representative of the Seller.
2.3 The Seller’s employees and agents are not authorised to make any representations concerning the Goods or their performance characteristics prior to the conclusion of the Contract in accordance with Condition 2.4. The Buyer acknowledges that it has not relied on any statements, promises or representations that are not set out in the Contract.
2.4 All statements and terms concerning Goods, including prices, quoted or listed by or on behalf of the Seller, and published price lists, catalogues, pamphlets and postings on the Website constitute invitations to treat, and shall not be construed as offers under any circumstances. Any Purchase Order for Goods received by the Seller from the Buyer shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions. No Purchase Order shall be deemed accepted by the Seller until the Seller acknowledges it in Writing or (if earlier) delivers the Goods to the Buyer in accordance with Condition 3.1 (the “Seller’s Acknowledgement”). The Seller reserves the right to verify any Purchase Order and/or to cancel at any time any Purchase Order placed by the Buyer, whether or not the Seller has issued a Seller’s Acknowledgement in response to such Purchase Order.

3. Quotations, Orders and Specifications
3.1 Any quotation is given by the Seller on the basis that no Contract will come into existence until the Seller issues the Seller’s Acknowledgement. Any quotation will remain valid for seven (7) days from the date of the quotation, provided that the Seller has not previously withdrawn it.
3.2 The Buyer shall ensure that the terms of its Purchase Order are complete and accurate and shall provide the Seller with any additional information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be that set out in the Seller’s quotation. The Seller reserves the right to make such alterations to the specifications of the Goods as are necessary to conform to any applicable statutory or legislative requirements, and to make such variations and substitutions as are reasonably necessary, to the extent that they do not materially affect the quality and performance of the Goods.

4. Prices
4.1 The price of the Goods shall be the price set out in any valid quotation, or where no price has been quoted or a quoted price is no longer valid, the price listed in the Seller’s published price list and/or posted on the Seller’s Website and current at the date of the Seller’s Acknowledgement. If the Seller identifies any error in any price quoted or posted and the Buyer submits a Purchase Order containing that price, the Seller will endeavour to inform the Buyer of the error. For the avoidance of doubt, the Seller is not bound to accept any Purchase Order or other offer from the Buyer.
4.2 The Seller reserves the right, by giving notice in Writing to the Buyer at any time before delivery, to increase the price of the Goods to reflect any changes in specifications for the Goods which are requested by the Buyer or are necessary as a result of any delay caused by (a) the Buyer’s instructions or (b) the Buyer’s failure to provide adequate information or instructions to the Seller.
4.3 All prices are exclusive of any applicable Value Added Tax (VAT) or any other sales taxes, for which (if applicable) the Buyer shall be additionally liable.

5. Terms of Payment
5.1 An invoice will be issued to the Buyer on delivery of the Goods. Payment of the price of the Goods is due in cash or cleared funds within thirty (30) days from the invoice date. Time for payment shall be of the essence. When the Buyer purchases Goods by credit card, the Buyer deals direct with Protx. The Seller does not hold any of the Buyer’s credit card details, and, subject to Condition 9.3, does not accept any liability for fraudulent or any other improper or unauthorised use of the Buyer’s credit card details.
5.2 The Seller reserves the right not to deliver Goods unless the Seller has received in full (in cash or cleared funds) all sums that are due to the Seller from the Buyer on any account. If the Seller delays delivery in such circumstances the Seller will hold the Goods for the Buyer, at the Buyer’s expense, for a period of up to thirty (30) days, to enable the Buyer to pay to the Seller any such sums outstanding, failing which the Seller shall be released from any further obligation towards the Buyer in relation to such Goods.
5.3 If the Customer fails to pay the invoice value of Goods by the due date it shall pay interest on the amount unpaid from the date on which payment was due to that on which it is made (whether before or after judgment) at the rate of eight percent (8%) per annum over the base rate from time to time of Bank of Scotland, accruing on a daily basis. The Seller reserves the right to recover from the Buyer any collection or legal costs incurred in connection with the overdue amount.

6. Delivery
6.1 Subject to Condition 6.3, unless otherwise agreed in Writing by the Seller, the Seller shall procure that the Goods are delivered to the Buyer’s place of business, or to an address specified in the Buyer’s Purchase Order, using the Designated Carrier.
6.2 Any dates specified for delivery of the Goods are intended to be estimates only and time of delivery shall not be of the essence. Subject to Condition 9.3, the Seller shall not be liable for any direct, indirect or consequential losses (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller’s own negligence).
6.3 The Goods are at the risk of the Buyer from the time of their delivery by the Seller to the Designated Carrier. If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for dispatch to the Designated Carrier, or the Seller is unable to dispatch the Goods to the Designated Carrier on time because the Buyer has not provided appropriate instructions, documents or authorisations, risk in the Goods will pass to the Buyer (including for loss or damage caused by the Seller’s negligence) from the moment of attempted delivery, the Goods will be deemed to have been delivered, the Seller may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses and Condition 5.2 shall apply.
6.4 If the Goods are to be delivered in instalments, each such instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
6.5 Subject to Condition 6.2, any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or, at the option of the Seller, crediting the value of the Goods (as detailed on the relevant invoice) to the Buyer’s account.

7. Title
7.1 Ownership in the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds including, without limitation, as a result of a valid credit card transaction) all sums due to it in respect both of the Goods, and all other sums which are or which become due to the Seller from the Buyer on any account.
7.2 The Buyer’s right to possession of the Products shall terminate immediately if (a) the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or (b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade, (c) the Buyer encumbers or in any way charges any of the Products or (d) there occurs any events similar to any of the foregoing under the laws of any jurisdiction, irrespective of whether such occurrences are voluntary or involuntary, or whether they are by operation of law or otherwise.
7.3 The Buyer grants the Sellers, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them or, where the Buyer’s right to possession has terminated, to recover them. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall, without prejudice to any other right or remedy available to the Seller, forthwith become due and payable.

8. Warranties and Defective Goods
8.1 Where Goods are sold subject to the express warranty terms specified by the original manufacturer or supplier, the Seller shall endeavour to transfer to the Buyer such warranty relating to the Goods as it may receive from the manufacturer or supplier of the Goods.
8.2 The Seller shall not be liable for any defective Goods unless (a) the Buyer reports the defect within seven (7) days of the date the Designated Carrier delivers the Goods to the Buyer and (b) the Buyer returns the Goods to the Seller in accordance with the RMA procedure.
8.3 Refunds will be given at the discretion of the Seller.

9. Liability
9.1 The following Conditions 9.2 and 9.3 set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of (a) any breach of these Conditions, (b) any use made or resale by the Buyer of any of the Goods and (c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
9.2 Nothing in these Conditions excludes or limits the liability of the Seller (a) for death or personal injury caused by the Seller’s negligence, (b) for any matter in respect of which it would be illegal for the Seller to exclude or attempt to exclude its liability or (c) for fraud or fraudulent misrepresentation.
9.3 (a) the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to and in no circumstances shall exceed the price paid by the Buyer for the Goods and (b) the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10. Privacy Policy
10.1 If the Seller processes personal data on behalf of the Buyer in connection with the Contract, it shall only process such data for the purposes set out in Condition 10.2 and only insofar as such processing complies with the Data Protection Act 1998 (the “DP Act”) (insofar as such act is applicable to the Seller).
10.2 The Seller may process personal data for the following purposes: (a) the Seller’s own operational purposes (including for administrative purposes in connection with supply of Goods hereunder), (b) to customise the content and/or layout of the Website for each individual user and (c) to notify users about updates to the services and products available on the Website. The Seller may (a) disclose the personal data to selected commercial partners who offer goods or services that are compatible with or complementary to those of the Seller (an “Approved Disclosee”) and (b) to credit reference agencies for the purpose of assessing the credit status of the Buyer.
10.3 If the Buyer does not wish to receive emails from the Seller or any Approved Disclosee at any time in the future, it should inform the Seller in Writing.
“Process” and “personal data” shall have the meanings given to them in the DP Act.

11. General
11.1 The Seller may assign the Contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign the Contract or any part of it unless the Seller consents to such assignment in Writing.
11.2 All notices required to be given hereunder shall be given in Writing to the recipient at the relevant address stated in these Conditions (or to such other address as the recipient may from time to time specify in Writing). All notices shall, (a) if sent by post, be deemed to be delivered forty eight (48) hours after posting if the recipient is located in the same jurisdiction as the sender and seven (7) days after posting if the recipient is located in a different jurisdiction from the sender, (b) if sent by facsimile, shall be deemed to have been received at the time of delivery as indicated on the facsimile activity report of the sender and (c) if sent by e-mail, on receipt by the sender of a notice of receipt.
11.3 Without prejudice to any other of these Conditions, the Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable supplies.
11.4 No delay or omission on the part of either party in exercising any right, power or remedy provided by law or under these Conditions shall impair such right, power or remedy or operate as a waiver thereof. The single or partial exercise of any right, power or remedy provided by law or under these Conditions shall not preclude any other further exercise thereof or the exercise of any other right, power or remedy.
11.5 If any provision of the Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.6 The parties to this Contract do not intend that any term of this Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.7 The Contract shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts in relation to all matters arising out of this Contract.