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Terms and conditions
6. EXPORT TERMS
6.1. In these Conditions “Incoterms” means the
international rules for the interpretation of trade terms
of the International Chamber of Commerce as in force at the
date when the Contract is made. Unless the context otherwise
requires, any term or expression which is defined in or given
a particular meaning by the provisions of Incoterms shall
have the same meaning in these Conditions, but if there is
any conflict between the provisions of Incoterms and these
Conditions, the latter shall prevail.
6.2. Where Goods are supplied for export from the United Kingdom,
the provisions of this clause 6 shall (subject to any special
terms agreed in writing between the Buyer and HID-ONLINE)
apply notwithstanding any other provision of these Conditions.
6.3. The Buyer shall be responsible for complying with any
legislation or regulations governing the
importation of the Goods into the country of destination and
for the payment of any duties and clearance charges thereon.
The Buyer accepts to take full responsibility for their own
personal import. The Buyer further agrees to hold hid-online.com
harmless for claims, actions, and legal and/or court fees
brought against him/her in connection with any use of products
ordered from hid-online.com. hid-online.com, the company,
or any members of its staff, disclaim any responsibility and/or
liability for any wrongful or unlawful acts committed by the
Buyer with items from hid-online.com and misused as such.
6.4. Unless otherwise agreed in Writing between the Buyer
and HID-ONLINE, the Goods shall be
delivered FOB, Manchester in the UK and HID-ONLINE shall be
under no obligation to give notice under section 32(3) of
the Sale of Goods Act 1979.
6.5. The Buyer shall be responsible for arranging for inspection
of the Goods at HID-ONLINE’s premises before shipment.
HID-ONLINE shall have no liability for any claim in respect
of any defect in the Goods which would be apparent on inspection
and which is made after shipment, or in respect of any damage
during transit.
6.6. The Buyer undertakes not to solicit orders for the Goods
for resale in any other country by HID-ONLINE to the Buyer
at or before the time the Buyer's order is accepted.
7.0 DISCLAIMER:
The items offered by Hid-online.com are
only intended for use in a legal manner. It is the sole responsibility
of the Buyer (and not HID-ONLINE.COM) to ascertain and obey
all laws, which apply to the possession and use of any item
from hid-online.com. Please consult National,local, State
and Federal Laws before placing an order. By placing an order,
the Buyer represents that he/she is of legal age and that
products ordered will only be used in a lawful manner. The
Buyer agrees that he/she will not use or allow others to use
any item from hid-online.com in an illegal fashion. The Buyer
further agrees to hold hid-online.com harmless for claims,
actions, and legal and/or court fees brought against him/her
in connection with any use of products ordered from hid-online.com.
hid-online.com, the company, or any members of its staff,
disclaim any responsibility and/or liability for any wrongful
or unlawful acts committed by the Buyer with items from hid-online.com
and misused as such.Please Note! We are not responsible for
printing errors. We encourage everyone to check applicable
National, local, state, and federal laws and regulations before
engaging in the purchase of any item in question. Upon placing
your order the Buyer accepts that they are purchasing the
products in the UK , the product is shipped FOB and the buyer
is responsible for all other aspects of the transactions such
as shipping, insurance, local import duties, and all local
taxes and legislation. The Buyer fully accepts that by importing
this product into his/her country it is a 100% personal import
and HID-Online.com is not held responsible in any way.
8. RISK
8.1. Risk of damage to or loss of the Goods shall pass to
the Buyer:
8.1.1. in the case of Goods to be delivered at HID-ONLINE's
premises, at the time when HID-ONLINE notifies the Buyer that
the Goods are available for collection; or
8.1.2. in the case of Goods to be delivered otherwise than
at HID-ONLINE's premises, at the time of
delivery or, if the Buyer wrongfully fails to take delivery
of the Goods, the time when HID-ONLINE has tendered delivery
of the Goods.
8.2. The Buyer shall insure the Goods from the date of their
delivery to him until their title has passed to him and HID-ONLINE
shall be entitled to call for details of the insurance policy.
8.3. If the Buyer shall not insure the Goods or shall fail
to supply details of its policy on demand to HID-ONLINE then
the Buyer shall reimburse HID-ONLINE for the cost of any insurance
which HID-ONLINE may reasonably arrange in respect of any
of the Goods during the whole or any part of the period from
the date of HID-ONLINE's delivery of the Goods until the date
of payment to HID-ONLINE of the price.
9. TITLE RETENTION
9.1. Until the purchase price of the Goods comprised in this
or any other contract between HID-ONLINE and the Buyer and
all other sums whatsoever which are or shall become outstanding
from the Buyer to HID-ONLINE shall have been paid or satisfied
in full (and if by cheque, then only upon clearance):
9.1.1. The property in the Goods remains vested in HID-ONLINE
(notwithstanding the delivery of the same and the passing
of the risk therein).
9.1.2. The Buyer shall store the Goods in such a way that
they can be readily Identified as being HID-ONLINE's property.
9.1.3. The Buyer shall on request inform HID-ONLINE of the
precise location of each item of the Goods identified where
applicable by its serial number, by supplying HID-ONLINE at
the Buyer's expense within seven days of HID-ONLINE's request
with a written schedule of the said locations.
9.1.4. The Buyer may sell the Goods in the normal course of
its business and may pass good title to its customer being
a bona fide purchaser for value without notice of HID-ONLINE's
rights on the following conditions:
9.1.4.1. HID-ONLINE shall be entitled, immediately as a result
of its ownership of the Goods, to the beneficial ownership
of the proceeds of such sale which the Buyer shall accordingly
hold as fiduciary for HID-ONLINE;
9.1.4.2. The Buyer shall account to HID-ONLINE on demand with
the said proceeds of sale provided that no such demand shall
be made by HID-ONLINE in the absence of its having reasonable
cause to believe that the Buyer might default in making payment
for the Goods on the terms contained herein;
9.1.4.3. HID-ONLINE shall be entitled to make a claim directly
against the Buyer's customer for any purchase monies unpaid
by such customer provided that no such claim shall be made
by HID-ONLINE in the absence of its having reasonable cause
to believe that the Buyer might default in making payment
for the Goods on the terms contained herein;
9.1.4.4.HID-ONLINE may at any time revoke the Buyer's said
power of sale in the circumstances set out in Clause 5.3 and
Clause 7 of these Conditions;
9.1.4.5.The Buyer shall notify HID-ONLINE without delay of
any attachment of the Goods or actions by third parties which
might infringe HID-ONLINE’s title to the Goods.
9.1.5. Upon determination of the Buyer's power of sale HID-ONLINE
shall be entitled by Itself its servants or agents to enter
upon any of the Buyer's premises for the purpose of removing
and repossessing such Goods or their proceeds of sale and
HID-ONLINE shall be entitled to claim from the Buyer the costs
and expenses incurred by HID-ONLINE in and ancillary to the
process of such removal and repossession.
9.1.6. Until title in the Goods has passed to the Buyer, the
Buyer shall not purport to be the owner of the Goods and shall
not show the Goods as stock in the Buyer's accounts.
9.2. Nothing in these Conditions shall:
9.2.1. Entitle the Buyer to return the Goods or to delay payment
thereof, or
9.2.2. Constitute or be deemed to have constituted the Buyer
as HID-ONLINE's agent; or
9.2.3. Render HID-ONLINE liable to any third party for any
unauthorised representation or warranty made or given by the
Buyer to such third party in relation to the Goods; or
9.2.4. Prevent HID-ONLINE from maintaining an action for the
price notwithstanding that the property in the Goods may not
have passed to the buyer.
10. LIEN
10.1 HID-ONLINE retains a general lien on any of the Buyer's
equipment or materials in its possession for any unpaid balance
the Buyer may owe to HID-ONLINE. HID-ONLINE shall be entitled
to sell such equipment or materials in the event that payment
is not made in full within 28 days of notice given to the
Buyer by HID-ONLINE of its exercise of the lien. The proceeds
of sate may be taken by HID-ONLINE for reimbursement of the
expense of exercise of the lien and the sale, and payment
of the said balance, and HID-ONLINE shall account for any
surplus.
11. DELIVERY
11.1. Delivery of the Goods shall be made by the Buyer collecting
the Goods at HID-ONLINE's premises at any time, between the
hours of 9:00am and 5:00pm, after HID-ONLINE has notified
the Buyer that the Goods are ready for collection or, if some
other place for delivery is agreed by HID-ONLINE, by HID-ONLINE
delivering the Goods to that place.
11.2. Any dates quoted for delivery of the Goods are approximate
only and HID-ONLINE shall not be liable for any delay in delivery
of the Goods howsoever caused. Time for delivery shall not
be of the essence unless previously agreed by HID-ONLINE in
writing. The Goods may be delivered by HID-ONLINE in advance
of the quoted delivery date upon giving reasonable notice
to the Buyer.
11.3. Where the Goods are to be delivered in instalments,
each delivery shall constitute a separate contract and failure
by HID-ONLINE 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 as repudiated.
11.4. If HID-ONLINE fails to deliver the Goods for any reason
other than any cause beyond HID-ONLINE's reasonable control
or the Buyer's fault, and HID-ONLINE is accordingly liable
to the Buyer, HID-ONLINE'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.
11.5. If the Buyer fails to take delivery of the Goods or
fails to give HID-ONLINE 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 HID-ONLINE's fault) then, without prejudice to any other
right or remedy available to HID-ONLINE, HID-ONLINE may:
11.5.1. store the Goods until actual delivery and charge the
Buyer for the reasonable costs (including insurance) of storage;
or
11.5.2. sell the Goods at the best price readily obtainable
and (after deducting all reasonable storage insurance 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.
12. GUARANTEE
12.1 The product is sold with manufacturers warranty. No other
warranty is expressed or implied. If you are claiming a refund
for a defective lamp the product must be returned to the address
below within 14 days of receipt. The responsibility of the
product and its shipping during the return is the responsibility
of the customer. The returned lamp will undergo an examination.
If in the opinion of HID-Online a manufacturing fault is found
the value of the product will be fully refunded along with
the shipping costs, not to exceed the original shipping costs
to send the product from HID-Online to the customer .
13. HEALTH AND SAFETY
13.1 The Buyer's attention is drawn to the provisions of Section
6 of the Health and Safety at Work Act 1974. HID-ONLINE will
make available on written request such information on the
Goods as is in HID-ONLINE's possession to ensure that as far
as is reasonably practicable they are reasonably safe and
without risk to health when properly used.
14. CONFIDENTIALITY
14.1 HID-ONLINE and the Buyer agree to:
(a) keep confidential all information (written or oral) concerning
the business and affairs of the other that it shall have obtained
or received (marked or stated to be) confidential as a result
of the discussions leading up to or the entering into or performance
of the Contract (the ‘Information’);
(b) not without the other’s written consent to disclose
the Information in whole or in part to any other person save
those of its personnel and representatives involved in Development
and who have a need to know the same; and
(c) use the Information solely in connection with the Development
and not for its own benefit or the benefit of any third party.
14.2 The provisions of clause 14.1 above shall not apply to
the whole or any part of the Information to the extent that
it is:
(a) trivial or obvious;
(b) already in the other’s possession other than as
a result of a breach of this clause; or
(c) in the public domain.
14.3 Each of HID-ONLINE and the Buyer hereby undertakes to
the other to make all relevant employees agents and sub contractors
aware of the confidentiality of the Information and the provisions
of this clause 14 and without prejudice to the generality
of the foregoing to take all such steps as shall from time
to time be necessary to ensure compliance by its employees
agents and sub contractors with the provisions of this clause
8.
14.4 Not withstanding the provisions of this clause 14, and
where HID-ONLINE has obtained the Buyer’s approval and
consent to use such promotional or advertising material, HID-ONLINE
shall be entitled to refer, in the course of promoting or
advertising HID-ONLINE, to the Website and HID-ONLINE’s
involvement in the Development.
14.5 Each of HID-ONLINE and the Buyer hereby undertakes to
the other to make all relevant employees agents and sub contractors
aware of the confidentiality of the Information and the provisions
of this clause 14 and without prejudice to the generality
of the foregoing to take all such steps as shall from time
to time be necessary to ensure compliance by its employees
agents and sub contractors with the provisions of this clause
14.
15. DATA
15.1. HID-ONLINE shall have no responsibility for the accuracy
of drawings, tools, designs, layouts, patterns or specifications
supplied by the Buyer.
15.2. The Buyer shall indemnify HID-ONLINE against all claims
whatsoever for damages and costs and against all liability
in respect of any infringement of patent or other intellectual
property rights resulting from compliance with the Buyer's
instructions express or implied and the Buyer will indemnify
HID-ONLINE against any liability in respect thereof and shall
pay all costs and expenses which may be incurred by HID-ONLINE
in reference to any such claim. The indemnity shall extend
to any amount paid on a legal advice in respect of any such
claim.
15.3. The Buyer warrants that it has obtained all necessary
rights, permissions and licenses for the use by HID-ONLINE
and the Buyer of all and any drawings, tools, designs, layouts,
patterns or specifications supplied to HID-ONLINE and agrees
to indemnify HID-ONLINE fully and defend at its own expense
HID-ONLINE against all costs and losses whatsoever incurred
by it, its employees, servants or agents as a result of any
claim made against HID-ONLINE or any of them for infringement
of any Intellectual Property rights belonging to a third party.
15.4 All personal data relating to the Buyer collected by
HID-ONLINE from which HID-ONLINE can identify the Buyer may
be recorded electronically and used in accordance with the
Data Protection Act 1998. For purposes of identification,
billing and marketing, HID-ONLINE will collect that data and
will also hold onto it for its own use in the business of
HID-ONLINE, processing orders, administration and future changes
to the site to improve and develop its services, as well as
for marketing, advertising and promotional purposes. From
time to time HID-ONLINE may want to share this data with other
reputable companies both within and outside the European Union.
HID-ONLINE may also use the information or parts of it to
occasionally broadcast it or notify the Buyer about HID-ONLINE
events, promotions or related activities that the Buyer may
find useful. In addition, HID-ONLINE may also pass on the
information to third parties but only to the extent that it
is permitted under applicable data protection legislation.
By ordering any Goods or signing up to our mailing list the
Buyer agrees to such use and processing of the Buyer’s
information. If the Buyer believe that HID-ONLINE is storing
details relating to the Buyer and that these are incorrect,
please write to HID-ONLINE at the address below and the information
will be corrected as soon as possible or removed from our
database as the Buyer request
16. INTELLECTUAL PROPERTY / CONFIDENTIALITY
16.1. All copyright, design right, trade mark rights, patent
rights and rights in know how and other like rights whether
registered or unregistered which subsist now or in the future
(“Intellectual Property Rights”) in the Goods,
documents, drawings, specifications, designs, programmes or
any other material prepared by HID-ONLINE whether readable
by humans or by machines devised or created by HID-ONLINE
or its employees shall vest in and shall belong to HID-ONLINE
free of any interest of any third party.
16.2. The Buyer shall not be entitled and agrees not to manufacture,
reproduce, copy, simulate, emulate, modify, adapt, recreate,
or use in original or translated form the Goods and any part
thereof for any purpose other than that for which they were
furnished, or do any other act inconsistent with HID-ONLINE’s
ownership of Intellectual Property Rights in clause 16.1 above.
16.3 HID-ONLINE hereby grants to the Buyer the right and licence
to use the Intellectual Property Rights in clause 16.1 above
for the purpose only as set out in writing and agreed by HID-ONLINE
and the Buyer.
17.0 IDEMNIFY
You agree to indemnify, defend, and hold
harmless HID-Online, its officers,directors,employees, agents,
licensors and suppliers (collectively HID-Online from and
against all losses, expenses, damages and costs, including
reasonable attorneys' fees, resulting from any violation of
these terms and conditions or any activity related to your
Internet account (including negligent or wrongful conduct),
by you or any other person accessing the Site using your Internet
account
18. GENERAL
18.1. HID-ONLINE is a not currently a member of any group,
but may well be in due course, accordingly HID-ONLINE may
perform any of its obligations or exercise any of its rights
hereunder by itself or through any other member of its group,
provided that any act or omission of any such other member
shall be deemed to be the act or omission of HID-ONLINE.
18.2. HID-ONLINE reserves the right to sub contract the fulfilment
of the Contract (including any installation) or any part thereof.
18.3. The Buyer shall not assign any rights under this agreement
without the prior consent in writing of one of HID-ONLINE's
directors,
18.4. 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.
18.5. No waiver by HID-ONLINE of 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.
18.6. 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 provisions in question shall not
be affected thereby.
18.7 A person who is not a party to this Agreement shall have
no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any of its terms.
18.9 All product for export is sold FOB and will be delivered
to the local warehouse of UPS. It is the buyer responsibility
for local legislation, import duties and in the event of the
local customs confiscating the product the buyer is still
responsible in full for all costs to HID-Online.com
18.8. The Contract shall be governed by the laws of England
and the parties shall submit to the sole jurisdiction of the
English courts.
HID Online
P.O. Box 3154
Chester
CH1 6ZD
ENGLAND
Tel : +44 (0)1244 881961
Fax : +44 (0)1244 881988
mailto:sales@hid-online.com
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