Business Terms and Conditions Version 4.0

Effective from 1st July 2020

The following sales and delivery terms shall apply between International Push to Talk Ltd with offices at Hello House, Office C – Suite 1, 135 Somerford Road, Somerford, Christchurch, BH23 3PY, United Kingdom (iPTT) and the purchaser.

 

1 Definitions – in these terms and conditions the following definitions apply:

1.1 We, us, our and iPTT refer to international Push to Talk Ltd (registered in England and Wales under company number 10531672 and with its registered address at Hello House, Office C – Suite 1, 135 Somerford Road, Somerford, Christchurch, BH23 3PY, United Kingdom);

1.2 Customer, you and your refer to the purchaser of any goods from us;

1.3 Contract means these terms and conditions together with your order confirmation;

1.4 Goods, products and equipment means any products or services you order from us;

1.5 Quotation means a quotation for the sale of goods to you;

1.6 Order means an order placed by you with us for the purchase of goods;

1.7 Electronic Communications Services (ECS) Regulatory Framework details can be found on OFCOM’s website;

1.8 SIM means Subscriber Identification Module;

1.9 SMS means Short Message Service;

1.10 MMS means Multimedia Messaging Service;

1.11 Order confirmation means our acceptance of your order;

1.12 Intellectual property rights means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;

1.13 Website means our website at https://www.iPTT.co.uk;

1.14 Contact Email address is info@iPTT.co.uk; and

1.15 Contact Phone number is +44 (0)1202 240 366.

 

2.0 Quotation, acceptance and order confirmation

2.1 Our quotation for a specific requirement other than daily price files shall be issued in writing and shall remain valid for a period of 7 (Seven) days following the date specified on it;

2.2 All orders for goods shall be regarded as an offer by you to purchase goods on these terms and conditions;

2.3 We will accept your offer to purchase goods under these terms and conditions by issuing an order confirmation at which point the contract between us will become binding;

2.4 An order confirmation is binding except where there is a discrepancy between order confirmation and what you ordered and the discrepancy is unacceptable to you in which case you must inform us within 3 (Three) working days;

2.5 Whilst we will make every effort to supply you with the goods listed on the order confirmation, there may be occasions where we are unable to supply these goods because, for example, (i) the goods are no longer being manufactured or available or (ii) if there was a pricing error. In such circumstances we will contact you to inform you and give you the option of reconfirming your order at the correct price or cancelling the order; and

2.6 We may change these terms and conditions at any time. We therefore advise you to regularly check the terms and conditions of our website. Any changes will apply to any orders that you place after the time that we update the terms and conditions on our website.

 

3.0 Reservations for goods not in stock

3.1 Unless otherwise stated, a quotation or order confirmation from us for goods not available from our own stocks shall be subject to availability, and all quotations shall be subject to the prevailing laws relating to import and export of goods. Should these reservations become relevant, we reserve the right to revoke our quotation and cancel the order and you will not be entitled to make any claims whatsoever in respect of our inability to process your order.

 

4.0 Price and Payment

4.1 The prices stated on our website are inclusive of packaging and exclusive of VAT, freight charges and any other duties (including customs and import duties);

4.2 Unless otherwise agreed with us, you will pay for the costs of delivery as well as any additional charges that are deemed appropriate at the time of ordering;

4.3 Unless otherwise agreed you must pay for your order on cash with order terms and conditions; and

4.4 We shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 2% (Two Percent) per month. We reserve the right to pass your debts to third parties for collection.

 

5.0 Description of the goods

5.1 Any details about the goods supplied are for information purposes only and are binding only when expressly referred to in your order confirmation; and

5.2 Any specific requirements that you make in connection with your order will only become binding when they are expressly referred to in your order confirmation and accepted in writing by us.

 

6.0 Delivery time and delays

6.1 All deliveries shall be made from our warehouse Ex Works (EXW) as defined by Incoterms 2020 issued by the International Chamber of Commerce;

6.2 Any delivery time stated in the order confirmation is an estimate only. Time for delivery shall not be of the essence of the contract and we shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods;

6.3 All deliveries must be received and signed for by you, one of your employees, or an individual authorised by you to accept delivery of the goods; and

6.4 You must examine all goods immediately upon receipt and notify us of any missing, incorrectly delivered, incorrect specification or otherwise not as ordered goods or which are either in damaged packaging or visibly damaged by notifying the courier and us in writing including photographic evidence at the time of delivery. You must notify us within 5 (Five) working days after delivery of any non-visible damage or defect in goods supplied otherwise you will be deemed to have accepted them. Please put to one side any reported goods including the packaging.

 

7.0 Risk transfer

7.1 The risk in the goods shall pass to you when they are made available at our warehouse for delivery by our carrier or for collection by your courier.

 

8.0 Title

8.1 Title to the goods shall not pass to you until we have been paid in full for the goods and all other sums owed by you to us. Exception to this rule are SIMs, please see Chapter 9 SIMs for more information;

8.2 Until title to the goods passes to you in accordance with clause 8.1 you agree to hold the goods and each of them on a fiduciary basis as bailee for us. You must store and insure the goods (at your cost) separately from all other goods in your possession and marked in such a way that they are clearly identified as our property;

8.3 Notwithstanding that the goods (or any of them) remain our property you may sell or use the goods in the ordinary course of your business at full market value for the account of us;

8.4 You will with immediate effect assign to us all claims acquired on the resale of the goods to your customers or third parties corresponding to the amount due to us, including VAT, other duties and freight charges, irrespective of whether you have paid the amounts owed to us for the goods. We shall be entitled to recover the price of the goods (plus VAT, other duties and freight charges) notwithstanding that title in any of the goods has not passed from us;

8.5 Any such sale or dealing shall be a sale or use of our goods by you on your own behalf and you will deal as principal when making such sales or dealings. Until title in the goods passes from us the entire proceeds of sale or otherwise of the goods shall be held in trust for us and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as our money; and

8.6 Until such time as title in the goods passes from us you will on request deliver up such of the goods as have not ceased to be in existence or resold by you. If you fail to do so we reserve the right to enter upon any premises owned occupied or controlled by you where the goods are situated and repossess the goods. On the making of such request your rights under clause 8.3 shall cease.

 

9 SIMs

9.1 Irrespective of clauses 8.1-8.6 we retain title at all times for SIM cards provided and iPTT are the legal owners of the SIM cards;

9.2 At the end of SIM contract, you must return the SIM to iPTT. Should the SIM be lost, damaged or not returned within 5 (Five) working days of the end of the SIM contract, a charge of £10 (Ten Pounds) per SIM applies; and

9.3 Quotes for SIM cards are based on normal and fair usage including up to approximately 4 (Four) hours of talk time per day equating to 250MB (Two Hundred Fifty) per month. For additional use over and above this data limit, data use will be charged at £1 (One Pound) plus VAT per MB. For calls made using the SIM, calls made and received are charged at £5 (Five Pounds) plus VAT per minute. SMS Messages are charged at £2 (Two Pounds) per message plus VAT per message. MMS messages are charged at £5 (Five Pounds) per message plus VAT per message.

 

10 Goods hired from iPTT

10.1 A weekly charge applies as per the current price list;

10.2 Should the goods not be returned within one week of receipt, another weekly hire charge will be charged until the goods has been received;

10.3 Should the returned goods be damaged, lost or have missing parts, you will be charged the cost of the missing parts, lost or damaged goods as per the IPTT price list in force at the time of the hire; and

10.4 Should you require a copy of the IPTT price list, please contact info@iptt.co.uk.

 

11 Goods borrowed from iPTT for test or demonstration

11.1 On the delivery note the agreed period for the loan period is stated;

11.2 By the end of the period, you have to return the goods to iPTT at your cost;

11.3 Should you require the goods for longer, please agree this in advance (before the end date for the loan on the Delivery Note) with iPTT by emailing us at info@iPTT.co.uk;

11.4 Should you not return the goods by the end of the loan agreement you will be invoiced for the goods at prices in accordance with the current price list;

11.5 Should the returned goods be damaged, lost or have missing parts, you will be charged the cost of the missing parts, lost or damaged goods as per the IPTT price list in force at the time; and

11.6 Should you not have a copy of the current price list, please contact info@iPTT.co.uk and we will provide you with a copy.

 

12 Cancellation

12.1 For certain goods categories, you may at our discretion, and on payment of a cancellation fee, cancel an order or postpone the delivery thereof, provided that a prior written agreement to that effect has been made with us and before the goods have been picked and packed and made available at our warehouse for delivery by our courier.

 

13 Returns

13.1 You may only return goods to us subject to our prior written agreement and within 5 (Five) working days of receipt of the goods. You must return the goods to us in their original condition, undamaged, in mint resaleable condition and at your own cost and risk. All RMA requests must be submitted to info@iPTT.co.uk. Please refer to our website for details;

13.2 We reserve the right to charge a restocking fee of the higher of £100 (One Hundred Pounds) or 25% (Twenty Five Percent) of the price of the goods returned; and

13.3 Once an RMA number has been issued you have 10 (Ten) working days to return the goods after this time the RMA will be cancelled unless agreed with us.

 

14 Warranties

14.1 You must satisfy yourself as to the suitability of the goods for their purpose. We do not warrant fitness for any particular purpose;

14.2 We make no warranty that the goods supplied will operate without errors or interruptions or that all software errors which might occur will be remedied;

14.3 You are not automatically entitled to repair or replacement goods other than as agreed by us. The goods shall be supplied with the warranties offered to us by the manufacturer. You will not be entitled to claim any other product warranty from us;

14.4 For a period of 30 (Thirty) working days from delivery of the goods we agree that we shall replace or repair defective goods provided that:

14.4.1 you give us written notice of the defect within the time limit stated;

14.4.2 you return the defective goods to us at your own cost and risk; and

14.4.3 having inspected the goods we are satisfied that the defects found are due to defective materials or workmanship and are not due to incorrect handling or storage, neglect, installation, repairs or changes made by the buyer, or due to accidental events.

14.5 With the exception of the conditions stated under clause 14.4 above, we shall not be responsible for defects occurring as a result of the delivery of the goods back to us;

14.6 It should specifically be noted that clause 14.4 does not include software and that we shall not be responsible for errors or defects in software supplied to you;

14.7 We shall under no circumstances be responsible for losses resulting from your non-performance of the obligations under these terms and conditions nor shall we be responsible for any indirect damage or consequential damage, including operational losses, non-realisation of expected savings or any other claim raised by a third party against you, even though we have been made aware of such damage, operational losses or claim;

14.8 All goods returned as defective and subsequently found to have no fault will be returned to you. We reserve the right to charge for the return of non-defective goods including any costs incurred by the manufacturer in testing the goods for defects; and

14.9 We shall not be responsible for reimbursing you for the cost of any items purchased by you to replace defective goods which we have agreed to replace.

 

15 Limitation of liability

15.1 We shall not be liable to you for any loss or damage:

15.1.1 where there is no breach of a legal duty owed to you by us or by our employees or agents;

15.1.2 where such loss or damage is not reasonably foreseeable to us when we accept your order; or

15.1.3 to the extent that any increase in loss or damage results from a breach by you of any term of the contract.

15.2 We shall not be liable for any consequential losses such as loss of business profits, loss of earnings or any other type of indirect losses.

 

16 Intellectual Property

16.1 We indemnify you of all costs and liabilities arising from any claim that use of goods supplied by us infringes any third party intellectual property rights. We may recall or exchange goods or refund you (less depreciation) in this event;

16.2 You must inform us in writing immediately of any infringing or unauthorised use of goods or intellectual property rights in it;

16.3 We alone shall control the litigation, negotiations and settlement of all claims and you must provide reasonable assistance if requested to assist us if litigation is directly related to goods supplied to you;

16.4 We do not indemnify you for:

16.4.1 any unauthorised modification of use of the goods; and

16.4.2 any claim caused by use of the goods in conjunction with any products not supplied by us.

16.5 You indemnify us for any claim related to intellectual property rights specified or owned by you and integrated into the goods you purchase from us.

 

17 Information to your customers

17.1 You shall inform your customers of these terms and conditions which have or will have an impact on their purchase, use or disposition of the goods, including intellectual property rights and any warranties given by the manufacturer; and

17.2 The use of the goods may be subject to restrictions on their application. You agree that you will obtain further information from us if the goods are to be used for any purpose other than commercial or private use.

 

18.0 Images

18.1 Images of goods on our website are for illustrative purposes only and may differ slightly from the actual goods.

 

19.0 Privacy and GDPR

19.1 We take your privacy very seriously. We do not use the information you provide to us for any purpose other than to process your order for goods or to provide you with information about our products and services which we think you may find of interest;

19.2 Your personal information shall not be used for any other purpose and shall be held on a secure server and processed in accordance with all applicable UK data protection legislation;

19.3 Your personal information may be used by us and other companies within our group in accordance with this clause. We take all reasonable care to prevent any unauthorised access to your personal data. Personal data will not be sold or transferred to unaffiliated third parties without your prior consent;

19.4 The information that we collect from you may include:

19.4.1 personal details such as your name, email address, telephone and fax numbers, billing and/or delivery address;

19.4.2 data which enables us to recognise you and how you use our website. This data is collected by cookies. A cookie is a small file which we send to your computer and which is then stored to your browser or hard disk. It contains a unique number but no personal data. Data collected by cookies will not otherwise be passed to any third party and is kept for our internal use only.

19.5 If you do not want us to contact you with details of our products and services then please send an email to us at info@iptt.co.uk.

 

20 Termination

20.1 Either party may terminate the contract if the other:

20.1.1 commits a material or persistent breach of these terms and conditions; and

20.1.2 fails to remedy it within 30 days of written notice being given to it by the other party to do so; or

20.1.3 ceases to carry on its business or substantially the whole of its business; or

20.1.4 becomes insolvent bankrupt or is unable to pay debts as they fall due.

 

21 Force majeure

21.1 We shall make every effort to perform our obligations under this contract. We shall not be liable for any failure to perform, or delay in performing, any of our obligations under the contract if and to the extent that the failure or delay is caused by circumstances beyond our control. In the event of a delay, we will perform our obligations as soon as reasonably possible.

 

22 Notices

22.1 Any notice to be given by either party to the other may be served by email, fax, or by post to the address of the other party given in the order confirmation or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, and if given by letter shall be deemed to have been delivered in the ordinary course of post.

 

23 Electronic Communications Services (ECS)

23.1 By purchasing or hiring any device which connects to ECS you undertake to make every reasonable measure to prevent unlawful, fraudulent, illegal or immoral use which would be illegal, unlawful, fraudulent or immoral which could impair, interfere with or damage any person, the Mobile Network, ECS and the laws of England or any combination thereof. You are also obliged to use all reasonable endeavours to comply with and ensure compliance with all authorisations, laws, licenses, directions, codes or regulations relevant to the provision of ECS and connection of devices to the Mobile Network. Should any illegal, unlawful, fraudulent or immoral use be suspected, you are fully obliged to work with iPTT and our suppliers to investigate the matter fully. It is also important that you understand that SIMs are provided for specific purposes – should you wish to use the SIM for other purposes, please contact iPTT before doing so.

 

24 Export Restrictions

24.1 You acknowledge that certain goods are subject to export and other resale restrictions;

24.2 If you deliver the goods to any customer who may use the goods outside the United Kingdom, United States or the European Union or EFTA countries, you acknowledge and shall advise your customers that some goods are controlled for resale or export by the United Kingdom Department for International Trade, U.S. Department of Commerce, the EU or EU/EFTA member state bodies and such goods may require authorization prior to resale or export;

24.3 You agree that you will not export, re-export, or otherwise distribute goods, or any direct products thereof, in violation of any dual or single use restrictions and export control laws or regulations of the United Kingdom, U.S., the EU or any EU/EFTA member state;

24.4 You further warrant that neither you or your customer will not resell, export or re-export any goods with knowledge that the goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior approval from the United Kingdom Department for International Trade, U.S. Department of Commerce, the EU or the competent EU/EFTA member state’s government agency;

24.5 Customer further warrants that it will not export or re-export, directly or indirectly, any goods to embargoed countries or entities or resell any goods to companies or individuals restricted from purchasing Products including those listed on the Sanctioned Parties List published by the United Kingdom Department for International Trade, United Nations, U.S. Department of Commerce and similar lists issued by the EU or EU countries;

24.6 The restrictions set out herein change from time to time. If you have any questions regarding your obligations under United Kingdom export regulations, U.S. export regulations, United Nations sanctions lists, EU and EFTA export regulations you should contact the Export Control Joint Unit, 2nd floor, 3 Whitehall Place, London, SW1A 2AW, United Kingdom, Email: exportcontrol.help@trade.gov.uk, telephone: +44 (0)20 7215 4594;

24.7 Information concerning restrictions applicable to export from the EU and any intra-EU sales restrictions on dual use items and license requirements can be obtained from the Export Control Joint Unit;

24.7 It shall be your responsibility to comply with all export and other resale restrictions. Upon request you agree to reaffirm in writing your compliance and your intentions to comply with applicable export and restricted user and uses regulations; and

24.8 You acknowledge that certain goods manufacturers have limited the distribution of Products to the countries of the European Economic Area and Switzerland (“territory”) and agree that you shall not export, deliver or otherwise dispose of goods to any customer located outside the territory, unless you have obtained the explicit approval of the goods manufacturer. iPTT shall have no duty to assist you in delivering goods outside the territory, and any sales or deliveries outside the territory including the sale of goods subject to technical and legal requirements in a non-territory destination, shall be at your sole risk.

 

25 General

25.1 Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by us;

25.2 If one or several provisions of the present agreement shall be held to be invalid, illegal or unenforceable, this shall not affect or prejudice the validity, legality or enforceability of any other provision; and

25.3 These terms and conditions and our contract with you are governed by English law and are subject to the non-exclusive jurisdiction of the English courts.