1. Interpretations

1. In these Terms and Conditions the word ‘TDL’ means Telecomms Distribution Ltd, the words ‘the customer’ shall mean the person, firm or company purchasing or agreeing to purchase goods or services from TDL, the words ‘These Conditions’ shall mean the Terms and Conditions of sale set out herein and the word ‘goods’ shall mean all equipment, spare parts, other goods, repairs or services to be provided to the customer by TDL.
2. All agreements by which TDL agrees to supply goods and services to the customer shall be subject only to these conditions notwithstanding any variation or attempted variation of these conditions made by the customer in its order form or otherwise and save as provided by clause 1.
3. Of these conditions the making of an order by the customer for the goods or services supplied by TDL shall for all purposes be deemed to be acceptable by the customer of these conditions to the exclusion of any other Terms and Conditions. Any brochure in which these terms and conditions are incorporated shall constitute an invitation to treat by TDL and any order placed by the customer shall constitute an offer for goods incorporating these conditions made by the customer which TDL in its discretion accepts in writing by fax or post or by telephone. No cancellation of any order by the customer shall be valid unless made in writing and accepted in writing by TDL.
4. No variation of these conditions is permitted unless expressly accepted in writing by a Director of TDL.

2. The Goods and sale of

1. Subject to the warranty contained in clause 6.1, all descriptions, drawings and particulars relating to the goods in any catalogues, leaflets, brochures, web format or other documents are for illustrative purposes only and do not form part of the agreement between TDL and the customer. All representation as to the performance of the goods are based on information supplied by the manufacturer of the goods and relate to their performance in normal conditions and when used correctly.
2. Unless otherwise expressly agreed, goods supplied will be in accordance with manufacturer’s normal designs and specifications current at the date of manufacture or delivery and the supply by TDL of goods differing from any contractual or pre-contractual specifications or descriptions shall not be a breach of the agreement between TDL and the customer insofar as the goods are of approximately equivalent performance to the goods referred to in such specifications or descriptions.

3. Delivery and installation

1. Unless otherwise expressively agreed, the price shown in the current price list of TDL either in a catalogue, brochure or web format is exclusive of Value Added Tax and the cost of packing and carriage which will be charged at TDL’s normal rates.
2. The time for delivery, or installation of the goods are not of the essence. The agreed dates for delivery or installation are estimates only and a failure by TDL to comply with them shall not be a breach of these conditions.
3. The goods shall be at the customers risk at the time of delivery or installation.
4. On an installation booking, if the job is not cancelled 48 hours prior to the start time then the job will be invoiced at the full rate agreed.
5. Where the goods are installed by the customer, it is the customers responsibility to obtain/make available and pay all licences, permits, wayleaves, easements, mains electric power supply, conduits, sockets and such like as are necessary for the installation of the goods by the agreed date for the commencement of the installation and to provide all the necessary access, information and co-operation to enable the installation to proceed from that date.
6. The customer is required to inspect the goods on receipt and to notify TDL of any defects or complaints within 48 hours of receipt.
7. If any payment due to TDL is overdue for 30 days or if the customer ceases to trade or enters into any arrangement with its creditors or shall become insolvent or has a Receiver or Administrative Receiver appointed or a petition is presented or a resolution passed for the winding up of the customer other than for the purpose of a solvent reconstruction or amalgamation previously notified to TDL, the customer shall then be deemed to have repudiated any agreements it may have with TDL who shall be entitled without prejudice to any other rights or remedies available to it to stop any goods in transit and to cancel any further deliveries.

4. Property In The Goods

1. Notwithstanding risk in the goods passed to the customer in accordance with clause 3.3 of these conditions the goods shall remain the sole and absolute property of TDL’s and title to and legal and equitable ownership of the goods shall not pass to the customer until payment is received by TDL of all monies due from the customer to TDL in respect of all goods supplied by TDL to the customer and the customer acknowledges that until such payment is made in full it is in possession of the goods solely as a fiduciary for TDL.
2. The customer is licensed by TDL to use or agree to sell the goods provided that the entire proceeds or any sale of such goods are held in trust for TDL and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as TDL’s money.
3. Until title to the goods passes to the customer, the goods shall be kept separate and distinct from all other property of the customer and of third parties and in good condition and stored in such a way as to be clearly identifiable as belonging to TDL and the customer will not cause or permit or suffer any labels, badges, serial numbers or other means of identification of the goods to be removed or obscured.
4. TDL may for the purposes of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

5. Price and Payment

1. All products and offers are subject to availability. Prices are correct at the time of going to press or processed on web page, errors and omissions excluded.
2. Unless otherwise expressly agreed, the price is payable on delivery of the goods with invoice. If the customer does not take delivery when requested, the price is payable 7 days after TDL has requested the customer to take delivery, together with a 15% handling charge for the care and storage of the goods.
3. Time for payment is of the essence and if payment is not made within 30 days from the date of invoice, TDL may require the customer to pay 2.5% interest per month from the date of invoice compounded until payment is received in full.
4. If payment should not be made in 30 days, TDL will be entitled to charge (in addition to interest and any legal costs ordered by the Court and without prejudice to any other rights or remedies available to TDL) the sum of £100 plus VAT by way of liquidated damages and as a contribution to the administrative costs incurred by TDL in taking steps to secure payment.
5. Unless otherwise stated, all payments are to be made in Sterling to TDL’s address as stated on the invoice.
6. Where any agreement to supply goods provides for goods to be delivered by instalments which are to be separately paid for, such agreements shall not be severable and failure by the customer to pay for or accept delivery of any instalment by the due date shall entitle TDL at the option to treat the whole agreement with the customer as repudiated.
7. The price may be increased by TDL at its discretion to take account of fluctuations in exchange rates or increases in the cost of the goods or taxes or otherwise.
8. The price shall be payable without deduction or set-off.

6. Warranty and Liability of Telecomms Distribution Ltd

1. TDL undertakes to credit the account of the customer (if any) or to remedy free of charge by repair or replacement any defects in the goods covered under the manufacturer’s guarantee provided that the customer notifies TDL promptly of such a defect and where the customer arranges for the prompt return to TDL of the defective goods at the customers risk and expense.
2. Save as herein specifically provided and save to the extent that the same cannot by statute be excluded all conditions and warranties or representations expressed or implied statutory or otherwise in relation to the goods are hereby excluded. Nothing in this clause 6.2 of these conditions shall exclude the undertakings implied by section 12 of the Sale of Goods Act 1979.
3. TDL does not exclude liability in respect of death or personal injury which results from the negligence of TDL and its employees.
4. TDL shall not be liable for any financial consequential or indirect loss suffered by the customer or any third party whether such loss arises from breach of a duty in contract or tort or in any other way including without limitation to the generality of this exclusion, loss of profits, economic loss, loss of goodwill, loss of contracts, loss of data, damage to the property of the customer or anyone else and personal injury to the customer or anyone else.
5. To be valid, any claim against TDL whether in contract or in tort must be brought within 2 years of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made.
6. TDL shall not be liable to the customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitation strikes, lock-outs, industrial disputes, failure or power supply delays, company delays caused by manufacture of the goods, riots, civil disturbances, war or war-like activity, embargoes, fire, explosion, flood or natural causes) and in such event TDL may elect by written notice to cancel any agreement with the customer or elect that the time performance shall be extended until such time as TDL can reasonably effect performance.

7. Other

1. If the customer shall be in breach of any of these conditions then failure by TDL to require the customer to rectify the same shall not create any assumption that such a breach has been waived by TDL.
2. All demands, notices and any other communications shall be in writing and addressed to TDL at its address shown in invoices delivered by it and to the customer at the address given by it for delivery of invoices and shall be deemed to be duly given or made by letter 48 hours after being posted by first class postage or if delivered by hand at the time of delivery.
3. These conditions shall be governed by and constituted in accordance with English Law.
4. Credit checks will be carried out by TDL periodically for information purposes only without prior warning and dependant upon the information obtained a review of the credit limit issued may be necessary.