Terms of Sale
Please read these Terms of Sale carefully.
You will be asked to expressly agree to these Terms of Sale before you place an order for products from our website or otherwise.
In these Terms of Sale, “we” means SSED Ltd trading as Hunters Wholesalers (and “us” and “our” will be construed accordingly); and “you” means our customer or potential customer for products (and “your” will be construed accordingly).
(3) Business customer
You warrant and represent to us that any purchases you make from us you make in a business capacity, and not as a consumer.
(4) Order process
The advertising of products on our website constitutes an “invitation to treat”; and your order for products constitutes a contractual offer. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.
In order to enter into a contract to purchase products from us, you will need to take the following steps: (i) you must add the products you wish to purchase to your shopping cart, and then proceed to the checkout; (ii) if you are a new customer, you may then create an account with us and log in, or you may proceed directly to the checkout; (iii) if you are an existing customer with an account, you should enter your login details; (iv) whether you create an account, or use the immediate checkout process, you must select your preferred method of delivery, provide payment details, and consent to these Terms of Sale; (v) you will then confirm your order; (vi) we will then send you an initial acknowledgement; and (vii) once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order; in some circumstances we may recommend an alternative product to you.
From time to time we may accept orders made by fax or telephone. In these circumstances, there will be a binding contract for the supply of the products when we send you our order confirmation.
Where we issue a quotation, it will unless we expressly state otherwise be valid for 30 days, and will in any event be subject to stock availability at the time of acceptance of the quotation. For the avoidance of doubt, a quotation shall not constitute a contractual offer.
We will not file a copy of these Terms of Sale specifically in relation to your order. We may update the version of these Terms of Sale on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you download, print and retain a copy of these Terms of Sale for your records.
The only language in which we provide these Terms of Sale is English.
Before you place your order, you will have the opportunity of identifying whether you have made any input errors. You may correct those input errors before placing your order using the website interface.
(5) The products
We supply security systems, security-related products and other hardware products, as detailed on our website & in any printed publication the company provides from time to time.
(6) Price and payment
Prices for products are quoted on our website & In various printed publications the company releases form time to time. The website & Printed Price lists contains a large number of products and it is always possible that some of the prices in these may be incorrect. We will verify prices as part of our sale procedures so that, if a product is incorrectly priced in on the website or printed price lists, that will be notified to you before the contract for the supply of the product comes into force.
In addition to the price of the products, you may have to pay a delivery charge, which will be as stated in our Delivery Policy. Alternatively, you may elect to collect your parcel – for details please also see our Delivery Policy.
Payment must usually be made by credit or debit card upon the submission of your order. We may withhold the products and/or cancel the contract between us if the price is not received from you in full in cleared funds.
The prices on the website and in any quotation exclude all applicable value added taxes.
You will be liable for, and will indemnify us in respect of, any and all customs, export and import taxes and duties arising by virtue of the dispatch and delivery of products to your home country.
Prices for products are liable to change at any time, but changes will not affect contracts which have come into force.
From time to time we may agree to open an account for you, enabling you to pay in arrears. Where you hold an account, then upon or following the dispatch of products, we will send to you an invoice for payment of the price of those products, and you will pay such invoice within 30 days of the date of the invoice. Accounts will be subject to such credit limits as we may notify to you from time to time. If you do not pay any amount properly due to us under or in connection with these Terms of Sale on time, we may: charge you interest on the overdue amount at the rate of 8% per year above the base rate of HSBC Bank Plc from time to time (which interest will accrue daily until the date of actual payment and be compounded quarterly); or claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. We reserve the right to cancel orders made using a credit account in our sole discretion at any time before order fulfilment, including without limitation where we consider that there is a credit risk.
(7) Your warranties
You warrant to us that:
(a) you are legally capable of entering into binding contracts, and you have full authority, power and capacity to agree to these Terms of Sale;
(b) the information provided in your order is accurate and complete; and
(c) you will be able to accept delivery of the products.
We will arrange for the products to be delivered in to the address for delivery indicated in your order in accordance with the provisions of our Delivery Policy.
(9) Risk and ownership
The products will be at your risk from the time of delivery (or collection). Ownership of the products will only pass to you upon the later of:
(a) delivery (or collection) of the products; and
(b) receipt by us of full payment of all sums due in respect of the products (including delivery charges).
Until ownership of the products has passed to you, you will possess the products as our fiduciary agent and bailee, and you must store the products separately from other goods and ensure that the products are clearly identifiable as belonging to us.
We will be entitled to recover payment for the products even where ownership has not passed to you.
(10) Returns Policy
See our Returns Policy for details of the circumstances in which you may return products to us.
(11) Limitation of warranties
We warrant to you that the products purchased from us will:
(a) conform in all material respects to any applicable specification of such products published or issued by us; and
(b) be free from material defects in materials and workmanship for a period of 1 year from the date of delivery of the products.
These Terms of Sale set out the full extent of our obligations and liabilities in respect of the products supplied to you hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section 13, all conditions, warranties or other terms concerning the products which might otherwise be implied into a contract with a you under these Terms of Sale are expressly excluded.
Without prejudice to the warranties given above and subject to the first paragraph of Section 13, you acknowledge that we do not provide advice in relation to the selection or the use of our products, and that where we provide information about the selection and/or use of our products we will not be responsible for, or liable in respect of:
(a) that information to the extent that we are communicating to you information received from the manufacturer or supplier of the product; or
(b) any omission in the information we provide, including without limitation omissions arising out of any failure on your part to fully appraise us of the circumstances of the proposed use of the product or products.
(12) Force majeure
In this Section and Section 13 below, “force majeure event” means:
(a) any event which is beyond our reasonable control;
(b) the unavailability of raw materials, components or products; and/or
(c) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under these Terms of Sale, those obligations will be suspended for the duration of the force majeure event.
(13) Limitations of liability
Nothing in these Terms of Sale will limit or exclude your or our liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any matter for which it would be illegal to limit or exclude, or attempt to limit or exclude, liability.
Subject to this:
(a) we will not be liable for any losses arising out of a force majeure event;
(b) we will not be liable in respect of any defect in the products arising from fair wear and tear, wilful damage, accident, negligence by you or a third party, use otherwise than in accordance with the manufacturer's or our instructions or recommendations, or any alteration carried out by you or any third party;
(c) our liability in connection with any product purchased from us is strictly limited to the higher of the purchase price of the relevant product and the replacement cost of the relevant product; and
(d) we will not be liable for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data or waste of management or office time, or loss of goodwill or reputational damage.
You hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under these Terms of Sale, our Delivery Policy or our Returns Policy.
(15) Contract cancellation
We may cancel a contract to supply products made under these Terms of Sale immediately by written notice to you if you fail to pay, on time and in full, any amount due to us under the contract, or commit any material breach of your obligations to us under the contract.
We may cancel a contract to supply products made under these Terms of Sale if:
(a) you cease to trade;
(b) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;
(c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
(d) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(e) any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
(16) Consequences of cancellation
Upon the cancellation of a contract in accordance with Section 15:
(a) we will cease to have any obligation to deliver products which are undelivered at the date of cancellation;
(b) you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products); and
(c) all the other provisions of these Terms of Sale will cease to have effect, except that Sections 6, 7, 8, 11, 13, 14, 16 and 18 will survive termination and have effect indefinitely.
(17) Scope of these Terms of Sale
These Terms of Sale do not constitute or contain any assignment or licence of any intellectual property rights, do not govern the licensing of works (including software) comprised or stored in products, and do not govern the provision of any services by us or any third party in relation to the products.
(18) General terms
Images of products on our website are for illustrative purposes; actual products may differ from such images.
Contracts under these Terms of Sale may only be varied by an instrument in writing signed by both you and us. We may revise these Terms of Sale from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.
If any provision of these Terms of Sale is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
No waiver of any provision of these Terms of Sale, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these Terms of Sale.
You may not assign, charge, sub-contract or otherwise transfer any or all of your rights or obligations arising under these Terms of Sale. Any attempt by you to do so will be null and void. We may assign, charge, sub-contract or otherwise transfer any of our rights or obligations arising under these Terms of Sale, at any time.
Each contract under these Terms of Sale is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under such contracts is not subject to the consent of any person who is not a party to the relevant contract.
Subject to the first paragraph of Section 13: these Terms of Sale contain the entire agreement and understanding of the parties in relation to the purchase of products from us, and supersede all previous agreements and understandings between the parties in relation to the purchase of products from us; and each party acknowledges that no representations not expressly contained in these Terms of Sale have been made by or on behalf of the other party in relation to the purchase of products from us.
These Terms of Sale will be governed by and construed in accordance with English law, and the courts of England and Wales will have non-exclusive jurisdiction to adjudicate any dispute arising under or in relation to these Terms of Sale.