TERMS AND CONDITIONS OF SALE OF ICTN LIMITED

1. Interpretation
   1.1. In these Conditions:

“BUYER” means the person who accepts a quotation of the Seller for the sale of Goods or Services or whose order for the Goods or Services is accepted by the Seller.
“CONDITIONS” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) include any special terms and conditions agreed in Writing between the Buyer and the Seller.
“CONTRACT” means the contract for the purchase and sale of the Goods, and/or supply of the Services and in Writing, or ordered by the Customer by telephone and confirmed by the Seller orally or in Writing.
“GOODS” means the goods (including any instalment of the goods or any parts for them) which the seller is to supply in accordance with these Conditions.
“SELLER” means ICTN Limited, whose registered office is: Porthill Lodge, High Street Wolstanton, ST5 0EZ and whose business address is Unit 1 MW PWR Bldg, Sandbach Road, Church Lawton, ST7 3RA.

“SERVICE” means the Services to be provided by the Seller to the Buyer as set out in Writing between the Seller and the Buyer.
“WRITING” includes facsimile transmission, e-mail, letter and comparable means of communication.

1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the sale and of Goods and supply of Services

2.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller and the Seller shall provide the Services to the Buyer, subject in either case to these Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.

2.2. No variation to these Conditions shall be binding unless agreed in Writing and signed by authorised representatives of the Buyer and the Seller.

2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Seller in Writing. In entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.

2.4. Any advice or recommendation given by the Seller or its employees or agents to the buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.6. The Buyer shall at its own expense supply the Seller with all necessary documents or other materials, and all necessary data or other information relating to the Service, within sufficient time to enable the Seller to provide the Service in accordance with the Contract.

2.7. The Service shall be provided in accordance with the Seller’s current brochure or other published literature relating to the Service from time to time, subject to these Conditions.

2.8. The Seller may at any time without notifying the Buyer make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.

3. Orders and Specifications

3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods or Services 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 those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4. If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the buyer’s specification.

3.5. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.6. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 the Seller as a result of cancellation.

3.7.

This contract is divisible.  Each delivery made hereunder:

Shall be deemed to arise from a separate contract,

Shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and not-withstanding any defect or default in the delivery of any other instalment.

4. Price of the Goods

4.1. The price of the Goods shall be the Seller’s quoted price 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 current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All prices quoted are valid for the period stated on each quote supplied by the Seller to the Customer only, or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

4.2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3. Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

4.4. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

4.5. The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5. Terms of Payment

5.1. Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer:

5.1.1. for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods;

5.1.2. for the price of the Services as agreed in Writing between the Seller and the Buyer.

5.2. The Buyer shall pay:

5.2.1. the price of the Goods (less any discount to which the Buyer is entitled but without any other deduction) within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request;

5.2.2. for the Services within 30 days of the date of the invoice.

5.3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.3.1. cancel the contract or suspend any further deliveries of the Goods or the supply of the Services to the Buyer and for the avoidance of doubt this relates to any contracts between the Seller and Buyer;

5.3.2. appropriate any payment made by the Buyer to such of the Goods or Services (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.3.3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above National Westminster Bank PLC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. Delivery

6.1. Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole or as repudiated.

6.4. If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.5. If the Buyer fails to take delivery of the goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:

6.6. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) or storage; or

6.7. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the Contract.

7. Risk and Property

7.1. Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1. In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2. in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

7.2. Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the buyer for which payment is then due.

7.3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

7.4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

7.5. The Buyer shall not be entitled to pledge or 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 of the Seller) forthwith become due and payable.

8. Warranties and Liability

8.1. Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery.

8.2. The above warranty is given by the Seller subject to the following conditions:-

8.2.1. the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

8.2.2. the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration of repair of the Goods without the Seller’s approval;

8.2.3. the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

8.2.4. the above warranty does not extend to parts, materials, or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

8.3. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transaction (Restriction on Statements) Order 1976) the statutory rights of the Buyer is not affected by these Conditions.

8.5. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or where the defect or failure was not apparent on reasonable inspection within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.6. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.7. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer or the provision of the Services or their use by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods or exceed the amount of the Supplier’s charges for the provision of the Services, except as expressly provided in these Conditions.

8.8. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods and the Services if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-

8.8.1. Act of God, explosion, flood, tempest, fire or accident;

8.8.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.8.3. acts, restrictions, regulations, bye-law, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.8.4. import or export regulations or embargoes;

8.8.5. strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

8.8.6. difficulties in obtaining raw materials, labour fuel, parts or machinery;

8.8.7. power failure or breakdown in machinery.

8.9. The Seller warrants to the Buyer that the Services will be provided using reasonable care and skill and, at the intervals and within the times referred to. Where the Seller supplies in connection with the provision of the Services any goods supplied by a third party, the Seller does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Buyer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Seller.

8.10. The Seller shall have no liability to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising from any instructions supplied by the Buyer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Buyer.

9. Insolvency of Buyer

9.1. This clause applies if:

9.1.1. the Buyer makes any voluntary arrangement with its creditor or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2. an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.3. the Buyer ceases, or threatens to cease, to carry on business; or

9.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries or supply of any Services under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10. Data Protection (GDPR)

10.1 Each party shall comply with all applicable data protection legislation in force from time to time in the UK including the UK GDPR and the Data Protection Act 2018 (together, the “Data Protection Laws”).

10.2 To the extent that the Seller processes any personal data on behalf of the Buyer in the course of providing the Goods and/or Services, the Buyer shall be the data controller and the Seller shall be the data processor for the purposes of the Data Protection Laws, unless otherwise agreed in Writing.

10.3 The Seller shall:

• 11.3.1 process personal data only on the documented instructions of the Buyer (unless required to do so by law);
• 11.3.2 implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction or damage;
• 11.3.3 ensure that persons authorised to process personal data have committed themselves to confidentiality;
• 11.3.4 not transfer personal data outside the UK without the Buyer’s prior written consent (unless legally required);
• 11.3.5 assist the Buyer, so far as reasonably possible, in complying with the Buyer’s obligations under the Data Protection Laws;
• 11.3.6 notify the Buyer without undue delay upon becoming aware of any personal data breach.

10.4 The Buyer warrants that it has all necessary consents and lawful bases required under Data Protection Laws for the Seller to process personal data in connection with the Contract.

10.5 Each party shall indemnify the other against all losses, costs, claims, damages, fines and expenses arising from any breach of this clause by the indemnifying party.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during the Contract and for a period of five years after termination disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, pricing, systems, technical information, know-how or trade secrets of the other party, except as permitted by this clause.

11.2 Each party may disclose the other party’s confidential information:

• 12.2.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Contract; and
• 12.2.2 as may be required by law, court order or any governmental or regulatory authority.

11.3 Each party shall ensure that any persons to whom it discloses confidential information comply with this clause.

11.4 No party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

12. IT Services, Systems & Cybersecurity

12.1 The Seller shall use reasonable care and skill in the provision of the Services in accordance with generally accepted industry standards for IT and technical services.

12.2 Unless expressly agreed in Writing, the Seller does not warrant that:

• the Services will be uninterrupted or error-free;
• any software, systems or networks will be completely secure from cyberattack, malware or unauthorised access.

12.3 The Buyer acknowledges that:

• IT systems and networks are inherently vulnerable to security risks;
• the Seller cannot guarantee total prevention of cyber incidents; and
• the Buyer remains responsible for maintaining appropriate backups, security measures, antivirus protection and disaster recovery procedures unless otherwise agreed in Writing.

12.4 The Seller shall not be liable for:

• loss of data, corruption of data, loss of profits, business interruption, or indirect or consequential losses arising from cyber incidents, system failures, third-party software, or network outages, except to the extent caused by the Seller’s proven negligence.

12.5 Where the Seller provides installation, configuration, maintenance, support or managed IT services, any service levels, response times or performance targets shall be as expressly agreed in Writing and, unless so agreed, no service level agreement is implied.

13. Intellectual Property

13.1 All intellectual property rights in any software, documentation, configurations, reports, designs or materials provided by the Seller shall remain vested in the Seller or its licensors unless expressly agreed otherwise in Writing.

13.2 The Buyer is granted a non-exclusive, non-transferable licence to use such materials solely for its internal business purposes.

14. General

14.1. These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

14.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and such notices shall be either delivered by hand, sent by fax or e mail, or by registered/recorded delivery.

14.3. No waiver by the Seller or any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

14.5. The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts”