TERMS & CONDITIONS

Welcome to our website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern tv2u International’ relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term ‘tv2u International’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Unit 6, Nags Corner,
Nayland Colchester, CO6 4LT United Kingdom. Our company registration number is 08457444. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:
The content of the pages of this website is for your general information and use only. It is subject to change without notice.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.

Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.

From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

WEBSITE DISCLAIMER

The information contained in this website is for general information purposes only. The information is provided by tv2u International and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through this website you are able to link to other websites which are not under the control of tv2u International. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them.

Every effort is made to keep the website up and running smoothly. However, tv2u International takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

COPYRIGHT NOTICE

This website and its content is copyright of tv2u International – © tv2u International Group 2011. All rights reserved.
Any redistribution or reproduction of part or all of the contents in any form without prior written agreement is prohibited.

You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system

TERMS & CONDITIONS FOR THE SUPPLY OF GOODS

The customer’s attention is drawn in particular to the provisions of clause 9.

1. Interpretation

1.1        Definitions. In these Conditions, the following definitions apply:

“Business Day”                   a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;

“Conditions”                       the terms and conditions set out in this document;

“Contract”                          the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions;

“Customer”                        the person or firm who purchases the Goods from the Supplier;

“Force Majeure Event”      has the meaning given in clause 10;

“Goods”                             the goods (or any part of them) set out in the Order;

“Order”                               the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be;

“Supplier”                           the member of the tv2u International group of companies which is specified in the Order or the acknowledgement of order as supplier of the Goods to the Customer.

2. Basis of contract

2.1        These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2        The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.3        The Order shall only be deemed to be accepted at the earlier (i) when the Supplier issues a written acceptance of the Order, and (ii) when the Supplier delivers the Goods, at which point the Contract shall come into existence.

2.4        The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5        Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, website or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6        A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 28 days from its date of issue.

3. Goods

3.1        The Goods are described in the Supplier’s catalogue or website.

3.2        The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. Delivery

4.1        The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at the date specified in the Order or (if later) as soon as practicable after the Supplier notifies the Customer that the Goods are ready.

4.2        Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.

4.3        Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other  instructions that are relevant to the supply of the Goods.

4.4        If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5        The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. Quality

5.1        The Supplier warrants that on delivery, and (subject to clause 5.7) for a period of 12 months from the date of delivery (“warranty period”), the Goods shall:

5.1.1      conform in all material respects with their description; and

5.1.2      be free from material defects in design, material and workmanship.

5.2        Subject to clause 5.3, if:

5.2.1      the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2      the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3      the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3        The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 if:

5.3.1      the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or

5.3.2      the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

5.4        Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. 5.5        The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6        These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

5.7        For the avoidance of doubt, where Goods are single-use products, the warranties set out in clause 5.1 shall not apply after the Goods have been used.

6. Title and risk

6.1        The risk in the Goods shall pass to the Customer on completion of delivery.

6.2        Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Goods.

6.3        Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1      Ensure that the Goods remain readily identifiable as the Supplier’s property;

6.3.2      maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and

6.3.3      notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1;

but the Customer may resell or use the Goods in the ordinary course of its business.

6.4        If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. Price and payment

7.1        The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.

7.2        The Supplier may, by giving notice to the Customer at any time up to [2] Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

7.2.1      any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or

7.2.2      any request by the Customer to change the delivery date(s), quantities or types of Goods ordered. 7.3        The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.4        The price of the Goods is exclusive of amounts in respect of value added tax (“VAT”) (if any). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5        The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.6        The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice unless otherwise agreed by the parties.

7.7        If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (“due date”), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

8. TERMINATION

8.1        Without prejudice to any other right or remedy it might have, the Supplier may terminate the Contract at any time by notice in writing to the Customer, such notice to take effect as specified in the notice, if the Customer becomes insolvent, or if an order is made or a resolution passed for the winding up of the Customer (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Customer’s assets or business, or if the Customer makes any composition with its creditors or takes or suffers any similar or analogous actions in consequence of debt.

8.2        Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. Limitation of liability

9.1        Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

9.1.1      death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

9.1.2      any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2        Subject to clause 9.1:

9.2.1      the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

9.2.2      the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed two times the price of the Goods.

10. Force majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11. General

11.1       Assignment and subcontracting.

11.1.1     The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.1.2     The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2       Notices.

11.2.1     Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

11.2.2     A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

11.2.3     The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

11.3       Severance.

11.3.1     If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

11.3.2     If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.4       Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.5       Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.6       Variation. Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.

11.7       Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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