Probrand Terms and Conditions

1. General

In these Terms and Conditions the following words have the following meanings unless the context requires otherwise:

  • 1.1 "Contract" means any contract between the Company and the Customer for the sale and purchase of Goods;
  • 1.2 "Company" means Probrand Limited (Company Number: 02653446);
  • 1.3 "Customer" means the person firm or company who purchases Goods from the Company.
  • 1.4 "Goods" means the goods, articles and materials which are to be supplied by the Company to the Customer pursuant to the Contract; and
  • 1.5 "Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities.

2. Basis of Contract

  • 2.1 These Terms and Conditions shall govern any contract between the Company and the Customer however made to the exclusion of any other terms or conditions. Accordingly, any terms or conditions the Customer may seek to impose shall not be incorporated into any contract between the Company and the Customer or have any effect.
  • 2.2 Estimates or quotations accepted, or orders placed, by the Customer leading to a contract which are not expressed to be subject to these Terms and Conditions shall still be subject to them.
  • 2.3 These Terms and Conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Customer.
  • 2.4 No variation to these Terms and Conditions shall be binding on the Company unless agreed in writing between the Customer and a Director of the Company.
  • 2.5 The Company's employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by the Company in writing.
  • 2.6 No warranties, statements, promises or representations shall bind the Company unless expressly agreed in writing and agreed by a Director of the Company or set out in the Contract.
  • 2.7 The Customer acknowledges that it does not rely on any statement, promise, representation and/or warranty which has not been made in accordance with these Terms and Conditions.

3. Orders

  • 3.1 Any quotation or estimate is valid only for a period of 24 hours and may be withdrawn by the Company by oral or written notice at any time during this period.
  • 3.2 The acceptance of an estimate or quotation, and/or placing of an order, by the Customer shall be deemed to be an offer by the Customer to buy the Goods subject to these Terms and Conditions.
  • 3.3 No estimate or quotation accepted, or order placed, by the Customer shall be binding on or deemed to be accepted by the Company unless and until it is confirmed in writing by the Company. The Company will be entitled to refuse any such estimate, quotation or order at its sole discretion. Where the Company does not confirm in writing an estimate or quotation accepted, or order placed, by the Customer that estimate or quotation or order shall become binding on or be deemed accepted by the Company when the supply of Goods under that order estimate or quotation is verbally or otherwise accepted by the Company.
  • 3.4 The Customer shall ensure that the terms of any order placed by the Customer and any specification supplied to the Company are complete and accurate.
  • 3.5 The Company is under no obligation to accept the withdrawal of a Customer's order or the cancellation of a Contract which has been accepted by the Company. If the Company agrees to accept the Customer's withdrawal of any order or cancellation of a Contract, such agreement will only be effected if confirmed in writing signed by an authorised representative of the Company on such terms as the Company may stipulate.

4. Goods

  • 4.1 The Customer shall be solely responsible for its selection of Goods and the fitness of the Goods for any particular purpose.
  • 4.2 The quantity and description of the Goods shall be as set out in the Company's confirmation of order, or where the Company does not confirm in writing an estimate or quotation accepted, or order placed, by the Customer the quantity and description of the Goods shall be as set out in the estimate or quotation provided by the Company or as quoted by the Company to the Customer when the Customer places its order, save that the Company reserves the right to make any changes to the Contract due to changes in the specification of the Goods made by its suppliers or changes that are required to conform with any applicable safety or other statutory requirements. The Company will use its reasonable endeavours to advise the Customer of any such changes as soon as it receives notice of such changes from its suppliers. The Customer shall not be permitted to cancel the Contract if the changes do not alter the material terms of the Contract (in the Company's sole opinion). For all other types of changes, cancellation of the Contract may be possible at the Company's discretion and subject to such terms as the Company may require. The Company will not be liable in respect of any loss or damage caused by or resulting from any such changes to or cancellation of the Contract.
  • 4.3 Unless otherwise agreed, the Goods are supplied in accordance with the manufacturer's standard specifications as may be substituted or modified from time to time.
  • 4.4 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues, brochures and/or website(s) are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.

5. Price

  • 5.1 Notwithstanding any estimate, quotation, or price list, unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's confirmation of order. If the Company does not confirm in writing an estimate or quotation accepted or order placed by the Customer, the price for the Goods shall be the price specified in the estimate or quotation provided by the Company or as quoted by the Company to the Customer when the Customer places its order.
  • 5.2 The prices of the Goods are exclusive of Value Added Tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which the Customer shall pay in addition when it is due to pay for the Goods.
  • 5.3 The Company shall be entitled to render an invoice to the Customer any time after the Goods have been despatched.

6. Payment

  • 6.1 Unless otherwise agreed, the price for the Goods shall be payable in cleared funds not later than 30 days from the date of the relevant invoice. No payment shall be deemed to have been received until the Company has received cleared funds in respect of the full amount outstanding.
  • 6.2 Time for payment shall be of the essence.
  • 6.3 The Company may set a credit limit for the Customer. The Company reserves the right to refuse an estimate or quotation accepted, or order placed, by the Customer should the value of the Goods to be supplied cause the Customer's credit limit to be exceeded or the Customer's credit limit is already exceeded (whether or not the Customer is aware of such limit and/or any payment is overdue.)
  • 6.4 Unless otherwise agreed in writing, the Customer shall make all payments due under the Contract in full without any deduction whether by way of set off, counterclaim, discount, abatement or otherwise including but not limited to any amount claimed by or due to the Customer from the Company whether pursuant to the Contract or on any other account whatsoever.
  • 6.5 Any monies received by the Company from the Customer may be applied by the Company at its option in any order against any handling charge and/or interest charged and/or principal sums due to the Company from the Customer.
  • 6.6 If the Customer fails to pay the Company by the due date any sum due pursuant to the Contract, the Company reserves the right to charge interest at 3% above the Royal Bank of Scotland plc base rate for the time being accrued on a day to day basis from the due date for payment until payment is made.
  • 6.7 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

7. Delivery

  • 7.1 Dates and times for despatch and/or delivery and/or re-delivery are estimates only and are not guaranteed. Time is not of the essence in relation to such dates and times, although the Company will use its reasonable endeavours to ensure despatch and/or delivery and/or re-delivery on the dates and times specified.
  • 7.2 The Goods will be delivered at the place specified in the Company's confirmation of order. If no place of delivery is specified, delivery shall be at the Customer's place of business as shown in the Company's records immediately prior to receipt by the Company of the Customer's acceptance of a quotation or estimate and/or placement of an order. Where the Company does not confirm in writing an estimate or quotation accepted or order placed by the Customer, delivery shall be at the Customer's place of business as shown in the Company's records immediately prior to the Customer's acceptance of an estimate or quotation and/or the Customer's placing its order.
  • 7.3 The Company shall not be required to fulfil estimates or quotations accepted, or orders placed, by the Customer for Goods in the sequence in which they are placed.
  • 7.4 Where Goods are to be or may be delivered in instalments, each delivery shall constitute a separate and distinct Contract and failure by the Company to deliver, or any claim by the Customer in respect of, any instalment shall not entitle the Customer to repudiate and/or terminate this Contract as a whole.
  • 7.5 The Customer shall procure during normal working hours that the Company and its carriers have free right of access to the address for the purpose of delivering the Goods.
  • 7.6 If the Customer shall for any reason, refuse to take delivery of any Goods, then the Company may store the Goods until delivery at the Customer's risk and the Customer shall be liable for all related costs and expenses (including without limitation storage and insurance).

8. Acceptance of Goods

On delivery the Customer must inspect the Goods immediately and will be deemed to have accepted the Goods as being in conformity with the Contract, unless it notifies the Company otherwise in accordance with clauses 9.1, 9.2 or 9.3.

9. Damaged and/or missing goods, goods not as ordered and non-delivery of goods

  • 9.1 If on delivery Goods are damaged and/or items are missing, the Customer must notify the Company of such damage and/or missing items in writing:
    • 9.1.1 within 24 hours of the date of despatch if the Customer has noted the damage and/or missing items on a consignment note or other delivery document acknowledging receipt of the Goods by the Customer; and
    • 9.1.2 within 24 hours or by 11am on the day after delivery, whichever is earlier, in all other circumstances.
  • 9.2 If on delivery the Goods are not as those ordered by the Customer, the Customer must notify the Company in writing within 24 hours of delivery.
  • 9.3 If Goods are not delivered by the expected time of delivery, the Customer must notify the Company of such non-delivery in writing within 24 hours of the expected time of delivery.
  • 9.4 Any Liability of the Company for any damaged and/or missing Goods or any non delivery of Goods or any Goods which are not those ordered by the Customer shall be limited at the Company's sole option to repairing or replacing such Goods within a reasonable time or issuing a refund or credit for the price paid by the Customer for such Goods which shall be the Customer's sole remedy in respect of such Goods.
  • 9.5 The Company shall not be required to repair, replace, credit or refund any Goods under clause 9.4 that have been altered or tampered with.

10. Title and Risk

  • 10.1 Risk in the Goods shall pass to the Customer at the time of delivery. Delivery shall be deemed to occur on the earlier of:
    • 10.1.1 at the time when the Goods arrive at the place of delivery if the Company delivers the Goods by its own transport or arranges transport; or
    • 10.1.2 after the expiration of 3 working days after the Customer has been notified of it, if the Goods are available for collection from the Company; or
    • 10.1.3 when the Goods leave the Company's premises in any other circumstances.
  • 10.2 The Company shall retain title to and ownership of the Goods until it has received payment in full of all sums due and/or owing for all Goods supplied to the Customer by the Company under this or any other contract, despite the delivery of such Goods and/or the passing of risk in those Goods to the Customer.
  • 10.3 Until ownership of the Goods has passed to the Customer, the Customer shall at its cost:
    • 10.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
    • 10.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
    • 10.3.3 not destroy, deface or obscure any identifying mark of packaging on or relating to the Goods;
    • 10.3.4 maintain the Goods in satisfactory condition, in conditions that adequately protect and preserve them, and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and
    • 10.3.5 grant the Company free and unrestricted access to any premises of the Customer where Goods owned by the Company may be to inspect such Goods.
  • 10.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
    • 10.4.1 any sale shall be effected in the ordinary course of the Customer's business; and
    • 10.4.2 any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.
  • 10.5 The Company shall be entitled to recover payment for the Goods despite ownership of any of the Goods not having passed from the Company.
  • 10.6 On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this clause 10 shall remain in effect.

11. Warranties

  • 11.1 The Company warrants that it has good title to or licence to supply all Goods to the Customer.
  • 11.2 The Company does not manufacture the Goods (or where the Goods comprise of computer software does not publish or license the software) and subject to this clause only sells the Goods with the benefit of the manufacturer's, publisher's or licensor's warranty.

12. Defective Goods

  • 12.1 Upon the Customer notifying the Company of any defective Goods, the Company shall confirm whether the defective Goods are covered by the manufacturer's, publisher's or licensor's warranty. If the defective Goods are covered by a manufacturer's, publisher's or licensor's warranty, the Company will notify the Customer that the defective Goods are so covered and whether:
    • 12.1.1 It is the policy of the manufacturer, publisher or licensor to deal with the Customer directly, in which case the Customer shall deal with the manufacturer, publisher or licensor direct and comply with any relevant procedures and instructions of the manufacturer, publisher or licensor and the Company shall have no further Liability to the Customer; or
    • 12.1.2 It is the policy of the manufacturer, publisher or licensor for the Company to deal with the Customer, in which case the Customer shall deal with the Company and comply with the instructions of the Company and any instructions of the manufacturer, publisher or licensor and clauses 12.2 to 12.5 will apply.
  • 12.2 The Company will refund, credit, repair or replace defective Goods covered by the warranty in clause 12.1 in accordance with any refund, credit, repair or replacement obtained by the Company from the manufacturer, publisher or licensor of the Goods which will be the Customer's sole remedy in respect of such defective Goods under the warranty.
  • 12.3 The Company will accept Liability for defective Goods only to the extent that the Company is entitled to make a claim under the manufacturer's, publisher's or licensor's warranty or other defective Goods terms and actually obtains from the manufacturer, publisher or licensor a refund, credit, repair or replacement of defective Goods.
  • 12.4 The Company shall have no Liability in respect of:
    • 12.4.1 defective Goods where the defect has been caused or contributed to by the Customer to the extent so contributed;
    • 12.4.2 Liability caused or contributed to by the Customer's continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent to the Customer;
    • 12.4.3 faults arising after risk in the Goods has passed which are caused by any subsequent mechanical, chemical, electrolytic or other damage not due to a defect in the Goods as appropriate; and/or
    • 12.4.4 faults or defects caused by wilful damage, abnormal working conditions, failure to follow the Company's manufacturer's, licensor's or publisher's instructions, misuse, alteration or repair or modifications of Goods without the Company's approval, improper maintenance or negligence on the part of the Customer or a third party.
  • 12.5 If Goods are defective, the Customer must notify the Company of such defect in writing within 5 days of the defect becoming apparent or suspected or when it should reasonably have become apparent or suspected.
  • 12.6 If the defective Goods are not covered by the manufacturer's, publisher's or licensor's warranty, the Company will notify the Customer that that is the case and the Company may in its sole discretion and on such terms as it may determine refund, credit, repair or replace such defective Goods but is not obliged to do so.
  • 12.7 Any work carried out by the Company to the Goods which is not covered by this clause 12.1 will be charged for.

13. Returns

  • 13.1 Unless clauses 9.4, 12.2 or 12.6 apply, the Company will not ordinarily accept returns of any Goods. Any returns will be at the Company's sole discretion and on such terms as the Company may require including but not limited to the payment of a handling charge.
  • 13.2 The Customer agrees at its cost, at the Company's and/or the relevant manufacturer's, publisher's or licensor's request to return any defective Goods to the Company, manufacturer, publisher or licensor as appropriate for inspection and/or testing. Only if the Company requests that defective Goods are returned to it for inspection and/or testing and the Goods prove defective will the Company reimburse the Customer for the cost of returning the defective Goods. If the Goods do not prove to be defective, the Customer will be obliged to keep the Goods and will be responsible for and reimburse on demand by the Company the cost of the Company returning the Goods to the Customer and the Customer will immediately pay in full the price for the Goods if the Customer has not already done so.

14. Returning Goods (for whatever reason)

  • 14.1 This clause will apply to all returns of Goods to the Company for whatever reason.
  • 14.2 Any Goods returned to the Company must be returned in accordance with the following:
    • 14.2.1 the prior written authority of the Company must be obtained;
    • 14.2.2 the Goods must be returned, together with their original packaging, within 5 days of the Company's authority to return being given;
    • 14.2.3 the Goods must be properly packed;
    • 14.2.4 save for defective or damaged Goods, the Goods must be unopened and in a saleable condition and if they are not in a saleable condition the Company reserves the right to charge the Customer for bringing such Goods to a saleable condition;
    • 14.2.5 the Goods must be accompanied by a list of the Goods returned and such other information as the Company may require; and
    • 14.2.6 save for damaged Goods or defective Goods returned under clause 12.6, the Goods must still be covered by warranty in accordance with clause 11.2
  • 14.3 The Company shall not be required to repair, replace, credit or refund any Goods under clauses 9.4, 12.2 or 12.6 until after the original Goods have been returned in accordance with clause 14.2.

15. Liability

  • 15.1 The Company shall have no Liability to the Customer if the price for the Goods has not been paid in full by the due date for payment.
  • 15.2 The Company shall have no Liability to the Customer for defective Goods, Goods that are damaged and/or missing, Goods that are not as ordered or non delivery of Goods unless the Company is notified of such within the appropriate time limit set out in this Contract.
  • 15.3 The Customer shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Company shall have no Liability to the Customer for that matter.
  • 15.4 The Customer shall produce to the Company written evidence of any claims for which it is alleged that the Company is liable together with written details of how the loss was caused by the Company and the steps the Customer has taken to mitigate the loss before the Company shall have any Liability for the claim by the Customer.
  • 15.5 The Company shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that the Customer's insurers waive any and all rights of subrogation they may have against the Company.
  • 15.6 The Company shall have no Liability for any matters which are outside its reasonable control.
  • 15.7 The Company shall have no Liability to the Customer for any delay in performance of this Contract (other than in relation to payment) to the extent that such delay is due to any events outside the Company's reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events. If the Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance. In the event that the time for performance shall be extended for a period in excess of 3 calendar months, the Customer shall be entitled to cancel the Contract or any outstanding part of the Contract and shall pay the price for all Goods supplied to the date of termination.
  • 15.8 The Company shall have no Liability to the Customer for any:-
    • 15.8.1 consequential losses;
    • 15.8.2 loss of profits and/or damage to goodwill;
    • 15.8.3 economic and/or other similar losses;
    • 15.8.4 special damages and indirect losses; and/or
    • 15.8.5 business interruption, loss of business, loss of contracts, loss of opportunity, loss of or damage to data and/or loss of production.
  • 15.9 The Customer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer (including by maintaining an adequate stock of Goods).
  • 15.10 The Company's total Liability to the Customer shall not exceed 125% of the total price of the Goods payable by the Customer to the Company under this Contract.
  • 15.11 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
    • 15.11.1 Liability for breach of contract and/or under this Contract;
    • 15.11.2 Liability in tort (including negligence);
    • 15.11.3 Liability for breach of statutory duty; and
    • 15.11.4 Liability for breach of Common Law; except clause 15.10 which shall apply once only in respect of all the said types of Liability.
  • 15.12 Nothing in this Contract shall exclude or limit the Liability of the Company for death or personal injury due to its negligence, fraudulent misinterpretations, which is due to the Company's fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
  • 15.13 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.
  • 15.14 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
  • 15.15 The limitations in this Contract are necessary in order to allow the Company to provide the Goods at its current prices.

16. Default

  • 16.1 If the Customer:-
    • 16.1.1 fails to make any payment to the Company when due;
    • 16.1.2 breaches the terms of this or any other Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
    • 16.1.3 persistently breaches any one or more terms of this or any other Contract;
    • 16.1.4 pledges or charges any Goods which remain the property of the Company, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim order under Section 252 Insolvency Act 1986 or has a bankruptcy petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction;
    • 16.1.5 appears to the Company due to the Customer's credit rating to be financially inadequate to meet its obligations under this or any other Contract;
    • 16.1.6 the Customer's credit limit is or would be exceeded by the acceptance of a further order; and/or
    • 16.1.7 appears reasonably to the Company to be about to suffer any of the above events; then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 16.2.
  • 16.2 If any of the events set out in clause 16.1 occurs in relation to the Customer then:-
    • 16.2.1 the Company may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Goods owned by the Company may be and repossess and dispose of or sell any Goods found which are owned by the Company so as to discharge any sums due to the Company under this or any other Contract;
    • 16.2.2 the Customer automatically is no longer entitled to re-sell, use or part with the possession of any Goods owned by the Company until the Customer has paid in full all sums due to the Company under this or any other Contract unless the Company gives its express written agreement to such use and/or disposal of the Goods;
    • 16.2.3 the Company may withhold delivery of any undelivered Goods and stop any Goods in transit due under this or any other Contract;
    • 16.2.4 the Company may cancel, terminate and/or suspend without Liability to the Customer under this or any other Contract; and/or
    • 16.2.5 all monies owed by the Customer to the Company under this or any other Contract shall forthwith become due and payable.
  • 16.3 The Company shall have a lien over all property or goods belonging to the Customer which may be in the Company's possession in respect of all unpaid sums due from the Customer to the Company.
  • 16.4 If any monies due to the Company from the Customer have not been paid within 14 days of the due date the Company shall be entitled on 14 days notice to the Customer to dispose of any property or goods over which it has a lien in accordance with clause 16.3 (and the Customer agrees that the Company may give good title for such property and/or goods) as it thinks fit and shall apply the proceeds of sale firstly in discharging any costs or expenses of sale, secondly in repaying any interest owed by the Customer to the Company, thirdly in payment of any principal sums owed to the Company and fourthly the Company shall account to the Customer for the remainder (if any).
  • 16.5 This clause 16 shall survive termination of this Contract for whatever reason.

17. Intellectual Property

  • 17.1 The Customer hereby acknowledges that any intellectual property or other proprietary rights used on or in relation to the Goods supplied under this Contract, including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, at all times and for all purposes vest and remain vested in the manufacturer, publisher and/or licensor of the Goods, not the Customer, and are not transferred to the Customer under any circumstances.
  • 17.2 The Customer further acknowledges that the Company has no duty to defend, indemnify or hold the Customer harmless from any Liability incurred by the Customer or against any claims brought against the Customer arising out of or in connection with the infringement of a third party's intellectual property and/or proprietary rights.
  • 17.3 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attached to any Goods supplied and delivered by the Company (including if so required the execution and return of a software licence) and that failure to comply with such terms and conditions could result in the Customer being refused a licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify and keep indemnified the Company in respect of any Liability incurred by the Company as a result of any breach by the Customer of such terms and conditions.

18. Confidentiality

The Customer agrees that it will keep confidential and not use except for the purposes contemplated by this Contract all information relating to the Goods which may be disclosed to it or which it may learn except where such information is public knowledge or is required to be disclosed by law.

19. Data Protection

  • 19.1 The parties are committed to respecting the privacy rights of individuals. Where either party collects and transfers any personal data to the other party, that party and the other party will comply with the relevant laws and regulations relating to that collection and transfer and agree also to comply with relevant laws and regulations relating to the storage, maintenance and processing of such personal data.
  • 19.2 The Customer agrees that the Company may make such enquiries and searches and obtain such references as the Company considers necessary from any person, firm or company including any credit reference agency (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the Customer to any credit reference agency or to any other company in any corporate group of which it is a member, to any company or business associated with it and to any person, firm or company acting on the Company's behalf for any purposes connected with the Company's business.

20. Weee

The Customer and the Company agree to comply with their respective obligations under the Waste Electrical and Electronic Equipment Regulations 2006/3289.

21. Access

  • 21.1 The Customer shall not pass any on-line or other login, access, user and/or security details and/or passwords to third parties under any circumstances and will use its best endeavours to ensure that these remain confidential.
  • 21.2 The registration for and/or use of login, access, user and/or security details and/or passwords indicate that the Customer consents to orders and/or information placed by it and in its name.
  • 21.3 The Customer shall indemnify and keep indemnified the Company against any and all Liability incurred by the Company arising out of or in connection with orders and/or information placed using the Customer's details and/or passwords as set out in clause 21.2.

22. Export Limitation

  • 22.1 The Customer acknowledges and agrees that the Goods subject to this Contract, may be subject to the export control laws and regulations of the United States, EU and England and Wales. The Customer will comply with all these laws and regulations.
  • 22.2 The Customer shall not, without prior appropriate government authorisation, export, re-export, or transfer any Goods subject to this Contract, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury or any other comparable European or local regulation.

23. General

  • 23.1 If at any time any one or more of the provisions of this Contract becomes invalid, illegal or unenforceable in whole or in part, the validity, legality and enforceability of the other provisions and the remainder of any affected provision shall be unaffected and shall remain in full force and effect.
  • 23.2 The rights and remedies under the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company nor by any failure or delay by the Company in asserting or exercising any such rights or remedies.
  • 23.3 The Contract shall be governed by and construed in all respects in accordance with the English Law and subject to the non-exclusive jurisdiction of the English Courts.
  • 23.4 The Customer agrees to indemnify and keep indemnified the Company against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Company and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer.
  • 23.5 The Customer shall not assign the Contract and/or any of its rights or obligations under it without the written consent of the Company. The Company may assign the Contract and/or any of its rights and/or obligations under it without the consent of the Customer.
  • 23.6 All third party rights are excluded and no third party shall have any right to enforce this Contract. This shall not apply to members of the Company's group from time to time who shall, subject to the Company's consent, have the right to enforce this Contract as if they were the Company. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.
  • 23.7 This Contract contains the whole agreement between the parties and it supersedes any prior written or oral agreement between them and is not affected by any other promise, representation, warranty, usage, custom or course of dealing. The parties confirm that they have not entered into this Contract on the basis of any representation that is not expressly incorporated into this Contract.

Probrand was a supplier of Legacy Reseller Services (ODA) to the London 2012 Games.


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