1. Format of the Contract

1.1 These terms of sale apply to all goods supplied to you by Wifi Stock UK Limited , Unit 12, Betchworth Works, Ifield Road, Charlwood, RH6 0DX, registered in England and Wales No. 07103016 (the "Supplier" or "We" or "Us").

1.2 No contract exists between you and Us for the sale of any goods until We have received and accepted your order and we have received payment in full (in cleared funds). Once We do so, there is a binding legal contract between us.

1.3 By way of clarification, each order or acceptance of a quotation for goods by you from Us shall be deemed to be an offer by you to buy goods subject to these Conditions. An acknowledgement of your order will be sent to you via e-mail when you place your order. However, acceptance of your offer to buy the goods will not take place until after your payment is taken, and We have sent you an e-mail accepting your offer or (if earlier) We have delivered the goods to you. It is at this point that a binding legal contract is created and any contract is subject to these Conditions and referred to herein as an "Agreement".

1.4 We may change these Conditions without notice to you in relation to future sales.

1.5 Each Agreement shall be subject to these Conditions to the exclusion of all other terms and conditions (including any terms and conditions which you purport to apply under any purchase order, confirmation of order, specification or other document). No terms and conditions endorsed on, delivered with or contained in your purchase order, confirmation of order, specification or other document shall form part of the Agreement simply as a result of such documents being referred to in the Agreement.

2. Availability of our goods and your status

2.1 By placing an order through our website, you warrant that:

  1. you are legally capable of entering into legally binding contracts on behalf of the business you represent;
  2. you are at least 18 years old;

3. Description and price of the goods

3.1 The quality, description and price of the goods you order will be as shown on our acknowledgement of order. All information on the website at the time you place your order is for the sole purpose of giving an approximate idea of the goods described thereon.

3.2 The goods are subject to availability. If on receipt of your order the goods you have ordered are not available in stock, We shall inform you as soon as possible and refund or re-credit you for any sum that has been paid by you or debited from you as payment for the goods.

3.3 Every effort is made to ensure that prices shown on our website are accurate at the time you place your order. If an error is found, We shall inform you as soon as possible and offer you the option of reconfirming your order at the correct price, or cancelling your order. If We do not receive an order confirmation within 7 days of informing you of the error, the order will be cancelled automatically. If you cancel, We shall refund or re-credit you for any sum that has been paid by you or debited from you as payment the goods.

3.4 In addition to the price, you may be required to pay a delivery charge for the goods.

3.5 In addition to the price, you may be required to pay other additional fees such as international bank transfer charges, card processing fees, etc.

4. Payment

4.1 Payment for the goods and delivery charges can be made by any method shown on our website at the time you place your order. Payment shall be due before the delivery date and time for payment shall be of the essence. The price for the goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the goods.

4.2 Time for this payment shall be of the essence and there will be no delivery of your goods until We receive the price in cleared funds.

4.3 Payments shall be made by you without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by Us to you.

4.4 Credit: We may, at our absolute discretion, provide You with a credit facility to purchase our goods on such terms as we deem appropriate. We shall confirm in writing, the terms of any credit facility we have granted to you.

4.5 If You fail to pay Us pursuant to this Contract, You shall be liable to pay interest to Us on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Delivery

5.1 The goods you order will be delivered to the address you give to Us when you place your order provided that We confirm that We can deliver to such address.

5.2 We will use our best efforts to process orders placed before 3.00 pm on that day. Delivery shall be made as per the requested delivery option provided no additional security checks are required and all stock items are available. A working day is any day other than weekends and bank or other UK public holidays. Time for delivery shall not be of the essence. The goods may be delivered by Us in advance of the quoted delivery date.

5.3 Every effort will be made to deliver the goods as soon as possible after your order has been accepted and payment received in cleared funds. Subject to the other provisions of these Conditions, We shall not be liable for any direct, indirect or consequential loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by our negligence), nor shall any delay entitle you to terminate or rescind the Agreement unless such a delay exceeds 180 days. In this case, We shall inform you as soon as possible.

5.4 On receipt of your order you will be asked to sign stating that the goods have been received in good condition. If you are unable to check the contents of the package containing the goods at that moment in time please sign for the parcel as "UNCHECKED". Failure to do this may affect any warranty claims that you make thereafter. It is your responsibility to inspect all goods and report to Us if there is any shortfall or defects in the goods that We have delivered to you.

6. Import and Export Duties

6.1 For goods which are exported to non-EU countries you are liable for any import duties and taxes that may be incurred. Please note that We have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order. If you fail to accept the goods by refusing to pay import duties or taxes which are due then you will be charged for any additional shipping costs incurred in returning the goods to US.

6.2 Please also note that you must comply with all applicable laws and regulations for the country for which the goods are destined including obtaining all necessary export licences. We will not be liable for any breach by you of such laws.

7. Risk/Title

7.1 The goods are at your risk ex works our premises. Responsibility for damage to the goods in transit and insuring the goods in transit is your responsibility.

7.2 Ownership of the goods shall not pass to you until We have received in full (in cash or cleared funds) all sums due to it in respect of:

7.2.1 the goods, and

7.2.2 all other sums which are or which become due to Us from you on any account.

7.3 We shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from Us.

7.4 Until ownership of the goods has passed to you, you must:

7.4.1 store the goods (at no cost to Us) separately from all your other goods and goods of any third party in such a way that they remain readily identifiable as our property;

7.4.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;

7.4.3 maintain the goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to Us;

7.4.4 hold the proceeds of the insurance referred to in Clause 7.4.3 on trust for Us and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

7.5 If you are a Business User your right to possession of the goods shall terminate immediately if:

7.5.1 you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency; or

7.5.2 you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or

7.5.3 you encumber or in any way charge any of the goods.

7.6 You grant to Us, our agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.

8. Warranty

8.1 Where We are not the manufacturer of the goods, We shall endeavour to transfer to you the benefit of any warranty or guarantee given to Us.

8.2 All goods supplied by Us are warranted for 12 months from the date of supply (unless otherwise stated). The goods shall:

(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for any particular purpose for which the goods are being bought if you have made known that purpose to Us in writing and We have confirmed in writing that it is reasonable for you to rely on our skill and judgment.

8.3 This warranty does not apply to any defect in the goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, use otherwise than as recommended by Us, failure to follow our instructions, or any alteration or repair carried out without our approval.

8.4 If the goods supplied to you are damaged on delivery, you should notify Us in writing (e-mail is acceptable) within 7 days.

8.5 If the goods supplied to you develop a defect while under warranty or you have any other complaint about the goods, you should notify Us in writing (e-mail is acceptable), as soon as possible, but in any event within 7 days of the date you discovered or ought to have discovered the damage, defect or complaint.

8.6 We shall not be liable for a breach of any of the warranties in Clause 8.2 unless:

(a) you give Us written notice of the defect, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when you discover or ought to have discovered the defect; and
(b) We are given a reasonable opportunity after receiving the notice of examining such goods and you (if asked to do so by Us) return such goods to our place of business at your cost for the examination to take place there.

8.7 We shall not be liable for a breach of any of the warranties in Clause 8.2 if:

(a) you make any further use of such goods after giving such notice; or
(b) the defect arises because you failed to follow our verbal or written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice; or
(c) you alter or repair such goods without our written consent.

8.8 Subject to Clauses 8.6 and 8.7, if any of the goods do not conform with any of the warranties in Clause 8.2 We shall, at our option, repair or replace such goods (or the defective part) or refund the price of such goods at the pro rata Agreement rate provided that, if We so request, you shall, at your expense, return the goods or the part of such goods which is defective to Us.

8.9 If We comply with Clause 8.8 We shall have no further liability for a breach of any of the warranties in Clause 8.2 in respect of such goods.

9. Limitation of Liability

9.1 Subject to Clauses 3 and 8, the following provisions set out our entire financial liability, Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the price paid for the goods.

9.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

9.3 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence or fraudulent misrepresentation or any other matter for which liability cannot be excluded or limited under law.

9.4 We shall not be liable to you or any other third party for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill, loss of programs or data or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement.

9.5 You acknowledge that in relation to the goods and services provided by Us that such goods and services have not been designed to meet Your individual requirements and that it is therefore your responsibility to ensure that such goods and services meet your requirements. We shall not be liable for any failure of the goods and services to provide any particular facility or function.

10. WEEE Regulations:

10.1 You shall:

10.1.1 be responsible for financing the collection, treatment, recovery and environmentally sound disposal of: all WEEE arising or deriving from goods; and all WEEE arising or deriving from goods placed on the market prior to 13 August 2005 where such products are to be replaced by goods and goods are of an equivalent type or are fulfilling the same function as that of such products;

10.1.2 comply with all additional obligations placed upon the Business Users by the WEEE Regulations by virtue of the Business Users accepting the responsibility set out in clause; and

10.1.3 provide your WEEE compliance scheme operator with such data, documents, information and other assistance as such scheme operator may from time to time reasonably require to enable such operator to satisfy the obligations assumed by it as a result of our membership of the operator's
compliance scheme.

10.2 You shall be responsible for all costs and expenses arising from and relating to its obligations in Clause 10.1.

11. Intellectual Property and Data Protection

11.1 We (or our suppliers) retain all intellectual property rights in all goods we supply to You. We may litigate, negotiate and settle all claims in relation to any such intellectual property rights if the litigation is directly related to goods supplied to You.

11.3 We will take all reasonable precautions to keep your details and the details of your order and payment secure and in accordance with the Data Protection Act 1998.

12. Force Majeure

12.1 We reserve the right to defer the date of delivery or to cancel an Agreement or reduce the volume of goods you order (without liability to you) if We are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control. If the circumstances in question continue for a continuous period in excess of 180 days, you shall be entitled to give Us notice in writing to terminate the Agreement.

13. Written Communications and Notices

13.1 Applicable laws require that some of the information or communications We send to you should be in writing. When using our website, you accept that communication with Us will be mainly electronic. We will contact you by e-mail. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to you electronically comply with any legal requirement that such communications be in writing.

13.2 All notices given under or in connection with this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally by hand (including by commercial courier) or by first class pre-paid letter (or by air-mail if overseas) or by facsimile transmission, and shall be deemed to have been served, if by hand, when delivered; if by first class post, 48 hours after posting; (if by air-mail, five days from the date of posting) and if by facsimile transmission or e-mail, when successfully despatched in full.

13.3 Any notice given under or in connection with the agreement shall be in the English language. All other documents provided under or in connection with the Agreement shall be in the English language, or accompanied by a certified English translation. If such document is translated into any other language, the English language text shall prevail unless the document is a constitutional, statutory or other official document.

14. General

14.1 Each of our rights or remedies under the Agreement is without prejudice to any other of our rights or remedies whether under the Agreement or not. If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect. If We fail or delay in enforcing or partially enforcing any provision of the Agreement this shall not be construed as a waiver of any of its rights under the Agreement. Any waiver by Us of any breach of, or any default under, any provision of the Agreement by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.

15. Applicable Law/Jurisdiction

15.1 The formation, existence, performance, validity and all aspects of the Agreement will be subject to English law and the English courts will have exclusive jurisdiction in respect of any dispute arising from the Agreement.