Terms and Conditions for Business Customers

Terms and Conditions for the supply of goods – Business Customers

The Customer's attention is particularly drawn to the provisions of clause 12 (Limitation of liability).

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1

Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commercial Card: a card that is issued to a business (whether to a company, a partner in a partnership or a sole trader) or a public body, is used to pay business expenses, and any payments made are charged directly to the account of the business or public body.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.10.
Contract: the contract between the Supplier and the Customer for the supply of Products in accordance with these Conditions.
Credit Account: an account granted to the Customer by the Supplier enabling the Customer to purchase Products on credit, subject to these Conditions.
Customer: the person or firm who purchases the Products from the Supplier.
Delivery Location: has the meaning given in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 15.
Products: the products set out in the Order.
Order: the Customer's order for the supply of Products, placed via the Supplier’s website www.cclonline.com, by email or by phone.
Supplier: Chillblast Limited trading as CCL Computers is a company registered in England and Wales with company number 15489941, whose registered office is Building 1 Olympic Way, Birchwood, Warrington, England, WA2 0YL.

1.2

Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.

2. Basis of contract

2.1	The Order constitutes an offer by the Customer to purchase Products in accordance with these Conditions. Following receipt of the Customer’s Order, the Supplier will send an Order acknowledgement detailing the Products ordered by the Customer. The Order acknowledgement is not an order confirmation or acceptance.
2.2	If the Customer placed its Order by phone or email, it must check the Order acknowledgement to ensure that it is correct. If the Customer identifies any errors, it must notify the Supplier within 24 hours of receipt otherwise the Supplier will be unable to change the details of the Order.
2.3	The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order and confirmation of despatch of some or all of the Products, at which point and on which date the Contract shall come into existence.
2.4	If the Customer has a Credit Account and intends to use the Credit Account to purchase the Products, in order for the Supplier to process the Order the Customer must provide the Supplier with a purchase order. The Supplier may in its absolute discretion delay delivery until a purchase order is received.
2.5	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 law, trade custom, practice or course of dealing.
2.6	The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3. Products

3.1	The Products are as described on the Supplier's website. The images of the Products on the Supplier’s website are for illustrative purposes only and the Product may vary slightly from those images.
3.2	The packaging of the Product may vary from that shown in images on the Supplier’s website.

4. Delivery of Products

4.1	Subject to clause 4.2, the Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Products are ready.
4.2	If payment is made by a credit or debit card, the Supplier reserves the right to only deliver to the statement/billing address of the cardholder and not to any alternative address. If the Customer pays by PayPal, the Supplier reserves the right to refuse to deliver to an address that has not been confirmed by PayPal as valid and correct. This is to minimise the Supplier’s exposure to fraud.
4.3	Delivery of the Products shall be completed on the completion of unloading of the Products at the Delivery Location.
4.4	Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence.
4.5	If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products 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 Products.
4.6	The Customer must check the Products upon delivery, and upon receipt of its Order the Customer will be asked to sign for the Products confirming receipt in good condition. If the Products do not appear to be in good condition, the Customer must refuse the delivery. If the Customer is unable to check the contents of the delivery at the point of delivery, the Customer should sign for the parcel as "unchecked". If the Customer fails to do so, it may affect any warranty or other claims the Customer may wish to make at a later date.
4.7	The Customer must advise the Supplier of loss or damage to Products: if a Product is damaged, within 2 Business Days of delivery; and if a Product has been lost or an incorrect quantity is delivered, within 48 hours of delivery. The Customer must return damaged Products to the Supplier within 5 Business Days of delivery. Risk in the Products shall not pass to the Supplier until received at the Supplier’s premises.
4.8	The quantity of any consignment of Products as recorded by the Supplier upon despatch shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer provides conclusive evidence to the contrary.
4.9	If the Supplier attempts delivery of the Products and the Customer fails to accept delivery (except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Products): delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier attempted delivery of the Products; and the Supplier shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.10	If ten Business Days after the day on which the Supplier attempted delivery of the Products the Customer has not accepted actual delivery of them, then: the Supplier may resell or otherwise dispose of part or all of the Products; and where the Customer has paid for the Products in advance, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products; or (c) charge the Customer for any shortfall below the price of the Products.
4.11	The Supplier may deliver the Products 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 of Products

5.1	5.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery, the Products shall: conform in all material respects with their description; be free from material defects in design, material and workmanship; and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and be fit for any purpose held out by the Supplier.
5.2	The Supplier’s warranties in relation to PC systems and motherboard bundles are as set out in clause 5.1 above, with the exception that these types of products are guaranteed for 3 years from the date of delivery. The welcome pack provided with the Product will contain details of who the Customer should contact if there is a problem.
5.3	Subject to clause 5.8, if: the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 5.1 or clause 5.2; the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Supplier's cost; and the Supplier is given a reasonable opportunity of examining and testing such Products; the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full. Any refunds shall be made to the account used to purchase the Product.
5.4	Before the Customer returns a Product for testing, it must ensure that all data has been backed-up. If it is not possible to repair the defect, data may be lost for which the Supplier shall not be liable.
5.5	If the Supplier tests a returned Product and it is found not to be faulty, the Supplier will return the Product to the Customer at the Customer’s cost.
5.6	Any Products that the Customer returns to the Supplier are returned at the Customer’s risk. As such, the Customer must ensure that any Products to be returned are fully insured, correctly addressed and adequately packaged. If the Supplier has agreed that the Customer may return the Products rather than using the Customer’s returns collection service, the Products must be returned using a reputable carrier.
5.7	If a Product is to be exchanged or replaced and an additional payments is required from the Customer, this will be taken by the Supplier using the same payment method as for the original purchase. Replacement Products will not be despatched until such payment has been received.
5.8	The Supplier shall not be liable for the Products' failure to comply with the warranty set out in clause 5.1 or clause 5.2 if: the Customer makes any further use of such Products after giving a notice in accordance with clause 5.3; the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products or (if there are none) good trade practice regarding the same; the Customer alters or repairs such Products without the written consent of the Supplier; the defect arises as a result of fair wear and tear, damage, negligence, or abnormal working conditions; or the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.9	Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Products failure to comply with the warranty set out in clause 5.1 or clause 5.2.
5.10	These Conditions shall apply to any repaired or replacement Products supplied by the Supplier.

6. Title and risk

6.1	The risk in the Products shall pass to the Customer on completion of delivery.
6.2	Title to the Products shall not pass to the Customer until delivery has taken place, and either: the Supplier receives payment in full (in cash or cleared funds) for the Products in respect of which payment has become due, in which case title to the Products shall pass at the time of payment; or the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.
6.3	Until title to the Products has passed to the Customer, the Customer shall: store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; not remove, deface or obscure any identifying mark or packaging on or relating to the Products; maintain the Products in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery; notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(c); and give the Supplier such information as the Supplier may reasonably require from time to time relating to: the Products; and the ongoing financial position of the Customer
6.4	Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer resells the Products before that time: it does so as principal and not as the Supplier's agent; and title to the Products shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5	At any time before title to the Products passes to the Customer, the Supplier may: by notice in writing, terminate the Customer's right under clause 6.4 to resell the Products or use them in the ordinary course of its business; and require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

7. Customer's obligations

7.1

The Customer is responsible for its own choice of Product and its suitability for any particular purpose, including its compatibility with any other items.

7.2

If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 7.2; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8. Credit Account

8.1	The Customer may apply to the Supplier to open a Credit Account. The Supplier shall grant or decline the application in its absolute discretion.
8.2	For the avoidance of doubt, the Credit Account is to facilitate trade credit only and is only available to business customers. As it is not available to consumers, it is not a regulated agreement under the Consumer Credit Act 1974.
8.3	If the Supplier accepts the Customer’s application, the Supplier will set a credit limit for the Credit Account. The Supplier will notify the Customer of this limit in writing, to include by email. The Supplier may withdraw, reduce or increase the credit limit for a Credit Account in its absolute discretion at any time on written notice and/or require that the Customer makes payment for Products in accordance with clause 9.5.
8.4	Unless otherwise agreed, the Supplier shall send the Customer a monthly statement setting out the Products purchased using the Credit Account.
8.5	The Customer must notify the Supplier immediately if it suspects that the Credit Account is being misused, whether fraudulently or otherwise, or if a monthly statement refers to Products the Customer has not ordered. Until the Customer so notifies the Supplier, it shall be liable for any losses the Supplier incurs as a result of such misuse.

9. 9. Charges and payment

9.1	The price for Products: shall be the price set out in the Order acknowledgement; and shall be exclusive of all delivery charges, which shall be charged to the Customer separately.
9.2	All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any additional amounts in respect of VAT as are chargeable on a supply of products.
9.3	The Supplier will pass on changes in the rate of VAT. If the rate of VAT changes between the date of the Customer’s Order and the date the Supplier despatches the Product, the Supplier will adjust the rate of VAT that the Customer pays, unless the Customer has already paid for the Product in full before the change in the rate of VAT takes effect.
9.4	If the Supplier becomes aware that a Product is incorrectly priced, it will notify the Customer as soon as possible. The Customer will be provided with the option of reconfirming its Order at the correct price or cancelling it. If the Supplier is unable to contact the Customer it will treat the Order as cancelled. If the Order is cancelled under this clause and the Customer has already paid for the Product, the Customer will receive a full refund, including any delivery charges. If the Supplier accepts and processes the Customer’s Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may end the contract, refund the Customer any sums it has paid (including any delivery charges) and require the return of any Products provided to the Customer at the Supplier’s cost.
9.5	Unless the Customer has a Credit Account, the Customer must make payment in full and in cleared funds for the Products before they are despatched. Payment may be made by credit and debit card, bank transfer, PayPal or Amazon Payments or by cheque. If a credit or debit card is a Commercial Card, the Supplier may charge the Customer a processing fee equivalent to the additional costs incurred by the Supplier to process the payment.
9.6	The Customer confirms that the credit, debit card or PayPal account that is being used is registered to the Customer. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of the payment card refuses to or does not, for any reason, authorise payment to the Supplier, the Supplier will not be liable to the Customer for any delay or non-delivery.
9.7	If the Customer has a Credit Account, the Supplier shall invoice the Customer on or at any time after delivery. The Customer shall pay each invoice submitted by the Supplier: within 30 days of the date of the invoice; and in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
9.8	If the Customer disputes any invoice, the Customer shall notify the Supplier in writing within 21 days of the date of invoice. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. If the parties have not resolved the dispute within 30 days of the Customer giving notice to the Supplier, the dispute shall be resolved in accordance with Clause 16.9. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in Clause 9.7.
9.9	If the Customer has a Credit Account and fails to make payment in accordance with clause 9.7, the Supplier shall cancel the Customer’s Credit Account with immediate effect and the Customer must pay for any future orders in accordance with clause 9.5.
9.10	If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9.9 or 13: the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and the Supplier shall be entitled to charge a fixed sum pursuant to the Late Payment of Commercial Debts (Interest) Act 1998; and the Supplier may invoice the Customer for any additional costs incurred by the Supplier in the course of recovering undisputed overdue amounts, such as legal fees and any reasonable administration costs.
9.11	All amounts due under the Contract from the Customer to the Supplier shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Data protection

10.1	The Supplier shall collect and process personal data in accordance with its privacy policy (Privacy Policy - Policies \| CCL Computers (cclonline.com)).

11. Confidentiality

11.1	Each party undertakes that it shall not at any time during the Contract, and for a period of two years after expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2.
11.2	Each party may disclose the other party's confidential information: to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
11.3	No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

12. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

12.1	The restrictions on liability in this clause 12 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2	Nothing in the Contract limits any liability which cannot legally be limited, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and defective products under the Consumer Protection Act 1987.
12.3	Subject to clause 12.2, the Supplier's total liability to the Customer shall not exceed an amount equal to the value of the Products.
12.4	Subject to 12.2, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
12.5	The Supplier has given warranties in relation to the Products in clause 5. In view of these commitments, 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.
12.6	This clause 12 shall survive termination of the Contract.

13. Termination

13.1	Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if: the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
13.2	Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
13.3	Without affecting any other right or remedy available to it, the Supplier may suspend the further deliveries of Products under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.1(a) to clause 13.1(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14. Consequences of termination

14.1	On termination of the Contract: the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; the Customer shall return all Products which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
14.2	Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
14.3	Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

15. Force majeure

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 months, the party not affected may terminate the Contract by giving 7 days' written notice to the affected party.

16. General

16.1	Assignment and other dealings The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
16.2	Notices. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); Any notice or communication shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.3	Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
16.4	Waiver. 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5	No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
16.6	Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this clause shall limit or exclude any liability for fraud.
16.7	Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
16.8	Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
16.9	Governing law & jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
16.10	Updates to these Conditions. The Supplier update these Conditions from time to time. The terms that will apply to the Customer’s order are those in force at the time the contract between the parties is concluded, as set out in clause 2.3.

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