TTS Terms and Conditions of Sale (Effective from January 2013)
||means the person, company, organisation or other entity entering into the Order for the Goods on behalf of a company or organisation|
||these terms and conditions|
||means the products, articles or things or any of them subject of the Order and described in the Order|
||means the Order placed by the Buyer for the Goods|
||means TTS Group Limited of Park lane Business Park, Kirkby-in- Ashfield, Nottinghamshire, NG17 9GU|
2.1 Unless specifically agreed in writing and authorised by a Director of TTS these Conditions shall supersede all terms and conditions of the Buyer. These Conditions shall constitute the entire understanding between the parties and (for the avoidance of doubt) acceptance of deliveries of the Goods hereunder shall constitute acceptance by the Buyer of these Conditions. No liability shall attach to TTS its agents or employees in respect of any representations made or advice given with regard to Goods to be supplied unless confirmed in writing and signed by a Director of TTS. TTS shall not be obliged to accept any Orders placed by the Buyer and TTS shall be under no legal obligation to fulfil any Order until such Order has been accepted by TTS in accordance with Condition 4.
2.2 TTS reserves the right to amend these Conditions from time to time without notice by updating the same on its website www.tts-group.co.uk.
3.1 TTS expressly reserves the right to alter its prices, specifications of the Goods and these Conditions at any time without notice. For the avoidance of doubt, no such change shall affect the Order once it has been accepted by TTS
4. FORMATION OF ORDER AND ACCEPTANCE
4.1 The Buyer may place an Order:
4.1.1 if it is made on an official TTS order form; or
4.1.2 over the telephone (either with or without the condition that the Order is to be confirmed in writing by the Buyer): or
4.1.3 in such form of written memorandum as the Buyer and TTS may find acceptable.
4.2 TTS shall not be considered to have accepted any Order until TTS has commenced delivery of the Goods in question.
4.3 In respect of electronic Orders:
4.3.1 TTS agrees to accept Orders from the Buyer in any electronic format agreed in advance by TTS and the Buyer and posted by TTS on TTS's sales order website;
4.3.2 the Buyer shall complete and issue the electronic purchase order to TTS;
4.3.3 TTS shall not be considered to have accepted any electronic purchase order until TTS has commenced delivery of the Goods in question. In particular but without limitation to the generality of the foregoing, the generation of any automatic e-mail responses shall not constitute such acceptance of the Order; and
4.3.4 in the event that either TTS or the Buyer suffers a systems failure which disrupts the sending and receipt of electronic purchase orders, then, until the systems failure is rectified, Orders will be sent and received by fax.
5.1 Unless otherwise notified to the Buyer in writing by TTS, the Buyer shall pay for Goods at the time of Order unless a credit account is held. For those Buyers with a credit account, payment will be due within thirty (30) days of the date of TTS's invoice, subject to alternative written agreement between TTS and the Buyer.
5.2 TTS reserves to right to claim interest at the rate of 4% per annum above the minimum base lending rate for the time being of the Bank of England, calculated on a daily basis on all sums due to TTS and unpaid from the date on which payment is due under these Conditions until the date on which payment is made, both including the period before and after judgement.
6.1 Dates for delivery of the Goods are estimates only and are subject to TTS's availability schedule. TTS shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s).
6.2 Any date given for delivery by TTS is to be considered as an approximate estimate and cannot be guaranteed.
6.3 The Buyer shall have the right to return the Goods (in its original packaging) to TTS for any reason whatsoever at any time up to fourteen (14) days from receipt of the Goods. However, TTS reserves the right to charge the Buyer its reasonable costs and expenses incurred as a result of the Buyer exercising this right and also for any damage to, or use of, the Goods in the event that the Goods are damaged or have been used.
6.4 Returns of the Goods listed below will not be accepted:
6.4.1 Goods made to the Buyers own specification;
6.4.2 audio or video recordings, computer software that the Buyer has unsealed, CD ROMs or site licenses; or
6.4.3 such other Goods identified in the TTS Returns Policy from time to time.
6.5 The Buyer must take reasonable care of the Goods whilst it is in the Buyer's possession and must take reasonable steps to protect the Goods from damage whilst in transit. In all events the Buyer will be responsible for the cost of returning the Goods to TTS.
6.6 If the Buyer fails to comply with this Condition, TTS may, at its discretion, refuse to issue a credit or reduce the value of the credit.
6.7 Provided returned Goods complies with the conditions set out in Condition 6.3, TTS shall issue a credit for the price paid for the Goods, excluding the original cost of delivering the Goods, within thirty (30) days from the date the Goods are received by TTS.
Buyer Protection (Distance Selling) Regulations 2000 ("Regulations")
6.8 In addition to the rights set out above, a Buyer may cancel an Order under the Regulations by giving TTS written notice within seven (7) working days, beginning on the day after receipt of the Goods. In this case, TTS will issue a refund of the price paid for the Goods, including the original cost of delivering the Goods, within thirty (30) days from the date of notice is given.
6.9 All of the above provisions of this Condition 6 shall be subject to and shall not affect your statutory rights.
Direct Delivery Items (furniture, made up, heavy or bulky items)
6.10 We aim to deliver furniture orders within 6-8 weeks on average.
6.11 For the return of items that are delivered direct please contact our customer services team on 0800 318 686. A handling charge of 20% may be applied to cover and collection and restocking costs. Please note it may not be possible to return certain direct delivery items or obtain a refund if the goods are incorrectly ordered or not returned in their original undamaged manufacturers packaging.
7. DAMAGES, SHORTAGES OR LOSS IN TRANSIT
7.1 The Buyer shall inspect the Goods immediately on delivery and TTS will accept
responsibility for damages, shortage or loss in transit only if:
7.1.1 Such loss or damage is noted on the consignment note or delivery document upon receipt, and copies provided to TTS or is notified in writing to TTS in cases of outwardly non visible loss or damage to unchecked Goods to arrive in either case within fourteen (14) working days from receipt of the Goods by the Buyer; and
7.1.2 In cases of suspected damage in transit the added packaging is retained for inspection; and
7.1.3 The Goods are handled by the Buyer in accordance with TTS's or the carriers' conditions of carriage or handling stipulations.
7.2 Where TTS accepts responsibility under this Condition TTS shall at its option replace or repair any Goods proved, to TTS's satisfaction, to have been lost or damaged in transit
8. PASSING OF RISK
8.1 Risk in the Goods shall pass to the Buyer when the goods are delivered to, or collected by, the Buyer or its agent.
8.2 Notwithstanding risk in the Goods passing in accordance with Condition 8.1 of these Conditions, title in the Goods shall not pass to the Buyer until both (i) payment is received by TTS for the Goods; and (ii) no other amounts are then outstanding from the Buyer to TTS in respect of any other goods supplied by TTS to the Buyer.
8.3 Before title has passed to the Buyer under the terms of Condition 8.2 and without prejudice to any of its other rights, TTS shall have to recover or resell the Goods or any of them and may enter the Buyer's premises by its servants or agents for that purpose. If so required, the Buyer will store the Goods separately from the Buyer's own goods to make them readily identifiable to TTS.
8.4 Should the Buyer alter the Goods by subjecting them to any manufacturing process or incorporating them into another product, then the resulting product ("Altered Product") will pass into the ownership of TTS until payment due under all contracts between TTS and the Buyer have been made in full and all TTS's rights hereunder shall extend to the Altered Product.
8.5 Until payment due under all contracts between the Buyer and TTS has been made in full:
8.5.1 the Buyer shall hold upon trust for TTS the Goods and Altered Product;
8.5.2 in the event of the sale or hire of the Goods or Altered Product by the Buyer, the Buyer shall hold the proceeds of such sale or hire on trust for TTS in a separate bank account, opened by the Buyer for this purpose;
8.5.3 TTS shall be entitled to trace all such proceeds of sale or hire charges received by the Buyer through any bank or other account maintained by the Buyer; and
8.5.4 in the event of sale or hire of the Goods or the Altered Product by the Buyer, the Buyer shall assign all rights to recover the selling price or hire charges from the third parties concerned to TTS if required to do so in writing.
8.6 The Buyer shall keep the Goods insured against all insurance risks from the time at which risk passes to the Buyer pursuant to 8.1 (above), in the amount of the price at which the Goods are sold.
8.7 If the Goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of any such insurance as a trustee for TTS.
8.8 Prices are exclusive of VAT, unless expressly stated otherwise.
8.9 Normal delivery charges in the UK will be shown on the invoice, but any special express delivery requested by the Buyer will be charged in full.
9. CONFIDENTIAL INFORMATION
Buyer agrees to maintain in confidence and not disclose, reproduce or copy any materials, documentation or specifications which are provided to the Buyer hereunder the Buyer shall take all reasonable steps to ensure that its employees are bound by the same obligations and that such obligations enure beyond any termination of employment with the Buyer.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 If notified promptly in writing of any action (and all prior claims relating to such action) brought against the Buyer, based on a claim that the Buyer's use of Goods infringes a United Kingdom patent or copyright, TTS will defend such action at its expense and pay the costs and damages awarded, provided that TTS shall have sole control of the defence of any such action and all negotiations for its settlement or compromise. At any time during the course of any litigation arising out of a claim of infringement for a United Kingdom patent or copyright, or if in TTS's opinion, Goods are likely to become the subject of a claim of infringement of a United Kingdom patent or copyright, TTS will at its option and expense either procure for the Buyer the right to continue using the Goods, replace or modify the same so that it becomes non-infringing, or grant the Buyer a credit for the Goods as depreciated and accept its return. Depreciation will be an equal amount per year over the lifetime of the Goods as established by TTS. TTS will not have any liability to the Buyer under any provision of this Condition if the infringement or claim thereof is based upon:-
10.1.1 use of Goods in combination with other equipment or software not supplied by TTS; or
10.1.2 the use of Goods in carrying out any patented process; or
10.1.3 infringement as described in 10.3 below.
10.2 The foregoing states the entire liability of TTS with respect to infringement of patents or copyrights by Goods or any part thereof or by their operation. No costs or expenses will be incurred for the account of TTS without the prior written consent of TTS.
10.3 The Buyer will hold TTS harmless against any expense, judgement or loss of infringement of any patents, copyrights or trademarks which results from TTS's compliance with Buyer's designs specifications or instructions.
10.4 TTS is the registered owner of the following intellectual property rights and no use may be made of these rights without prior written permission from TTS:
TTS - UK Trade Mark Registration Nos 1451858, 1456764, 2193085A, 2193085B. Community Trade Mark No 001620178. US Trade Mark Registration No 78569387.
Bee Bot - UK Registered Design Nos 3021728 and 3021727 in relation to the design of the keypad and bee. TTS is also the registered owner of the words Bee Bot and the Bee Bot logo under UK trade mark registration numbers 2396971 and 2396972.
Pro Bot - UK Trade Mark Registration No 2411417.
All graphic representations of Bee Bot, Pro Bot, Tuff-Cam and all other TTS products are copyright © TTS 2008
11.1 TTS warrants the Goods to be free of defects, to be made of sound materials and to conform to the quantity and description stated in the Order. The Buyer will accept slight imperfections in colour, appearance and measurement.
11.2 TTS shall not be liable at any time for damage or defects in the Goods:
11.2.1 following improper use or installation; or
11.2.2 due to use of the Goods outside the specifications detailed in the documentation relating to the Goods; or
11.2.3 outside the specific application of the Goods; or
11.2.4 where Goods have been repaired or modified by persons not authorised by TTS.
12. TTS's LIABILITY
12.1 Goods have been manufactured or developed by TTS or third parties to standard specifications. The Buyer accepts that TTS is acting only as a supplier and that it is the Buyer's responsibility to verify that the Goods will be suitable for its own requirements. There are no warranties, conditions, guarantees or representations as to description merchantability or fitness for a particular purpose or other warranties, conditions, guarantees or representations whether express implied by statute or otherwise oral or in writing except as provided herein and except as to statute implied terms as to title.
12.2 Notwithstanding 12.1 above all rights which the Buyer may have under the Buyer Protection Act 1987 and the Buyer Protection (Distance Selling) Regulations 2000 are in addition to those set out in these Conditions.
12.3 If TTS is unable other than through the act or default of the Buyer within a reasonable time to replace or repair the defective Goods and where the Goods in question is totally unusable due to the defect or non-conformity the Buyer may reject it and upon its return to TTS's premises is entitled to recover the purchase price of the Goods or the licence fee for the Software as appropriate.
12.4 TTS shall be liable for death or personal injury arising from the use of Goods to the extent that it results from the negligence of TTS or its employees. TTS shall also be liable to the Buyer for any other direct loss of or damage to tangible property caused solely by the negligence of TTS or its employees subject always to the maximum aggregate liability of TTS under these Conditions or in connection with the supply of any Goods or services under it, whether in respect of contract, tort or otherwise in relation to any successful claim made on TTS by the Buyer not exceeding the amount received by TTS from the Buyer in respect of sale of the Goods to which the claim relates.
12.5 The Buyer agrees that TTS will not be liable for any loss arising out of the provision of Goods or services by any company organisational person other than TTS or for any loss caused by the Buyer's failure to perform his obligations in relation to these Conditions.
12.6 TTS shall not in any event be liable for any indirect, special or consequential loss, howsoever arising (including but not limited to loss of anticipated profits, business, revenue, capital, anticipated savings, goowill or of data) in connection with or arising out of the supply, functioning or use of the Goods even if TTS shall have been advised of the possibility of such potential loss and shall not be liable for any loss except as provided for in this agreement.
13.1 TTS shall have the right, without prejudice to any other remedies, at any time by giving notice in writing to the Buyer to terminate forthwith this agreement, in any of the following events:-
13.1.1 if the Buyer fails to pay any sums to TTS on the due date of payment; or
13.1.2 if the Buyer commits any other breach of any of the Conditions provided that if the breach in question is one which the Buyer can effectively remedy then the said notice of termination shall not be effective to terminate this agreement unless the Buyer fails within thirty (30) days of the date of such notice effectively to remedy the breach complained of; or
13.1.3 if the Buyer ceases to carry on business or substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due.
14.1 Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control.
14.2 Failure by TTS to exercise or delay exercising any of these Conditions shall not constitute or be deemed to be a waiver of TTS's rights hereunder nor prejudice TTS's rights to take subsequent action.
14.3 The headings in these Conditions are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of these Conditions.
14.4 The invalidity or unenforceability for any reason of any part of these Conditions shall not prejudice the continuation in force of the remainder thereof.
14.5 These Conditions shall not be assigned by the Buyer without the prior written consent of TTS. Any such attempt to assign shall be void.
14.6 Any notice required to be given under these Conditions shall be in writing and shall be sent to the address of the Buyer set out in each sales Order (for notices to be sent to the Buyer) or the registered office of TTS (for notices sent to TTS).
14.7 Under regulations governing United Kingdom trade and by virtue of its agreements with suppliers, TTS requires to be pre-notified of shipments outside the United Kingdom. The Buyer is required to obtain all necessary licences prior to export. Delivery of Goods is subject to all such authorisations being available at the time of delivery.
14.8 Nothing in these Conditions shall make either party the agent or partner of the other or give either party the power to bind the other.
14.9 Neither TTS nor the Buyer shall be liable for any matter, delay, liability or expense caused by any matter or event beyond its reasonable control, including without limitation, strikes, lockouts or other industrial action by workers, employers, trade disputes, accidents on land or sea, government interference, war or hostilities, riot or civil commotion, earthquake, flood, fire or other natural physical disaster, Government action or legislation.
15. RIGHTS OF THIRD PARTIES
15.1 Both parties expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between the parties to these Conditions in relation to the subject matter of these Conditions and that any third party mentioned in these Conditions either specifically or by implication shall be expressly excluded from bringing a claim under the said Act.
16. DATA PROTECTION
16.1 In these Conditions, the terms data controller, data processor, personal data, sensitive personal data and processing shall be as defined in the European Data Protection Directive 95/46/EC and "Data" shall mean the personal data and sensitive personal data provided to TTS in connection with these Conditions. "Data Protection Law" means applicable data protection legislation implementing the European Data Protection Directive 95/46/EC and any amendments, revisions, re-enactments or consolidations thereof.
16.2 The Buyer acknowledges that it is a data controller and that TTS is a data processor.
16.3 TTS shall:
16.3.1 use the Data only on the Buyer's instructions as set out or referred to in these
Conditions to provide the Goods;
16.3.2 provide appropriate technical and organisational measures to protect the
security of the Data, in particular against unauthorised or unlawful access or processing, alteration, accidental loss or destruction of or damage to the Data; and
16.3.3 take all reasonable steps to ensure the reliability of any of its staff who have
access to Data processed in connection with the supply of the Goods.
16.4 The parties acknowledge that TTS's provision of the Goods under these Conditions may require the transfer of Data to TTS's sub-contractors (including TTS group entities) ("Recipients") outside the European Economic Area in countries which have not been approved by the European Commission as having adequate protections in place for the purpose of the transfer of personal data. TTS will be permitted to transfer Data to such Recipients provided that TTS shall have entered into an agreement with the relevant Recipient based upon standard contractual clauses approved by the European Commission for transfers of personal data to processors outside of the European Economic Area and which agreement shall include security obligations on the Recipient which are no less onerous than those contained in these Conditions.
16.5 The parties also acknowledge that TTS may also use Goods from other third parties in order to provide the Goods under these Conditions and that, in doing so, TTS may transfer Data to such third parties. This may include (by way of example only) third parties that provide online storage and other facilities. If TTS becomes aware of any such third party wishing to transfer Data outside the European Economic Area, TTS shall request that the third party enters into an agreement of the sort noted in Condition 16.4 above.
16.6 The Buyer agrees to comply with its obligations under Data Protection Law in relation to its collection, processing and provision of Data to TTS in connection with the services provided under these Conditions.
16.7 The Buyer shall indemnify and keep TTS indemnified against all costs, claims, losses, damages and expenses (including legal expenses) arising out of, or in connection with, any breach of this Condition 16 by the Buyer and/or its employees, agents and/or sub-contractors.
16.8 The Buyer acknowledges that TTS is reliant on the Buyer for direction as to the extent to which TTS is entitled to use and process the Data. Consequently, TTS will not be liable for any claim brought by the Buyer or any data subject arising from any action or omission by TTS to the extent that such action or omission resulted from your instructions.
17.1 The Buyer shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with these Conditions and/or any other agreement that the Buyer may have with TTS, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. The Buyer shall, whenever requested by TTS, provide evidence of the measures, steps and processes that it takes to ensure compliance with the provisions of this Condition and the relevant laws, regulations and codes of conduct.
18. GOVERNING LAW
18.1 These Conditions shall be governed by and construed in all respects in accordance with the laws of England and Wales and both the Buyer and TTS hereby agree to the exclusive jurisdiction of the English Courts in the event of any dispute in relation thereto.
19. EXPORT CONTROL
19.1 Under regulations governing United Kingdom trade and by virtue of its agreements with suppliers, TTS requires to be pre-notified of shipments outside the United Kingdom. The Buyer is required to obtain all necessary licences prior to export. Delivery of Goods is subject to all such authorisations being available at the time of delivery.