Terms & Conditions

Pycom has Terms & Conditions for Business Customers and for Consumers. Below are first the Consumer Terms and Conditions and subsequently the Business to Business Terms and Conditions. A pdf copy of each set can be found below.

Consumer Terms and Conditions

Business Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

FOR CONSUMER CUSTOMERS

(the purchaser’s attention is drawn to the provIsions of condition 13 below).

OUR TERMS

1 THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2 INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Pycom Limited, a company registered in England and Wales. Our company registration number is 9852962 and our registered office is at 2 Huxley Road, Surrey Research Park, Guildford, Surrey GU2 7RE, United Kingdom. Our registered VAT number is 227784183.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01483 243300 or by writing to us at support@pycom.io and/or 2 Huxley Road, Surrey Research Park, Guildford, Surrey GU2 7RE, United Kingdom.
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3 OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because a credit reference we have obtained for you does not meet our minimum requirements or because we have identified an error in the price or description.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

4 OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.

5 YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 – Your rights to end the contract).

6 OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change the product:
6.1.1 to reflect changes in relevant laws and regulatory requirements; and
6.1.2 to implement minor technical adjustments and improvements, for example to address a security threat or advances in technology or components. These changes will not affect your use of the product or its functionality.
6.2 More significant changes to the products and these terms. In addition, as we informed you in the description of the product on our website, we may make the following changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any products paid for but not received:
6.2.1 changes to the specification of the products; and
6.2.2 changes to the pricing of the products.

7 PROVIDING THE PRODUCTS
7.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
7.2 When we will provide the products. During the order process we will let you know when we will provide the products to you. We will deliver the products to you as soon as is reasonably possible and in any event within 6 weeks after the date on which we accept your order, unless stated otherwise.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.4 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.5 If you do not re-arrange delivery. If, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.6 When you become responsible for the products. All goods which are dispatched via Royal Mail at the customer’s election are not sent by recorded post or with proof of delivery. Therefore, risk of loss or damage to the goods shall pass to the customer upon dispatch from Pycom’s premises. If you wish Pycom to use a recorded delivery service then please select the DHL service (additional charges will apply). We are not responsible for any loss or damage once we have handed over the products to your carrier of choice.
7.7 When you own products. You own a product once we have received payment in full.
7.8 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information, we need within a reasonable time of us asking for it.
7.9 Exports/Imports can require a licence from Government agencies.
The Customer is responsible for compliance with all import and export control laws and regulations.
Before purchasing Pycom products and placing an order on the Company, it is the responsibility of the customer to check with the relevant authorities, whether such a licence is required within the Country of Import and ensure the correct and adequate licence in place at the point of shipping. Pycom is not responsible for providing such Import/Export Licences and may charge for failed shipments and product handling as a result of failed shipments.
7.10 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
7.10.1 deal with technical problems or make minor technical changes;
7.10.2 update the product to reflect changes in relevant laws and regulatory requirements or advances in technology or components; or
7.10.3 make changes to the product as requested by you or notified by us to you (see clause 6).
7.11 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the supply we will adjust the price so that you do not pay for products which have not been dispatched. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than one month and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

8 YOUR RIGHTS TO END THE CONTRACT
8.1 You can always end your contract with us. Your rights when you end the contract will depend on the nature of the products, whether there is anything wrong with them, how we are performing and when you decide to end the contract:
8.1.1 if the product is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or to get some or all of your money back), see clause 11;
8.1.2 if you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.1.3 if you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any products; or
8.1.4 in all other cases (if we are not at fault and there is no right to change your mind), see clause 8.5.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at 8.2.1 to 8.2.5 below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
8.2.1 we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6.2);
8.2.2 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
8.2.3 there is a risk that supply of the products may be significantly delayed because of events outside our control;
8.2.4 we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than one month; or
8.2.5 you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
8.4 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
8.4.1 You have 14 days after the day you (or someone you nominate) receives the products, unless:
a) Your products are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the products; or
b) Your products are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the products.
8.5 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract, but you may have to pay us compensation. A contract for products is completed when the product is delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) a reasonable compensation for the net costs we will incur as a result of your ending the contract.

9 HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
9.1.1 Email. Email us at support@pycom.io. Please provide your name, home address, details of the order and, where available, your phone number and email address.
9.1.2 Phone. Call customer services on 01483 243300. Please provide your name, home address, details of the order and, where available, your phone number and email address.
9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must post them back to us at 2 Huxley Road, Surrey Research Park, Guildford, Surrey GU2 7RE, United Kingdom. If you are exercising your right to change your mind you must send off the products within 14 days of telling us you wish to end the contract.
9.3 When we will pay the costs of return. We will pay the costs of return:
9.3.1 if the products are faulty or misdescribed;
9.3.2 if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
9.3.3 if you are exercising your right to change your mind, subject to clause any deductions in accordance with clause 9.5.
In all other circumstances you must pay the costs of return.
9.4 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.5 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
9.5.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the products, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
9.5.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer.
9.6 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
9.6.1 your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.2; and
9.6.2 in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

10 OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
10.1.1 you do not make any payment to us when it is due and you still do not make payment within three days of us reminding you that payment is due;
10.1.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or
10.1.3 you do not, within a reasonable time, allow us to deliver the products to you;
10.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

11 IF THERE IS A PROBLEM WITH THE PRODUCT
11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01483 243300 or write to us at support@pycom.io and/or 2 Huxley Road, Surrey Research Park, Guildford, Surrey GU2 7RE, United Kingdom.
11.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.

Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
• up to 30 days: if your goods are faulty, then you can get an immediate refund.
• up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
• up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 8.3.

11.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must post them back to us. We will pay the costs of postage.

12 PRICE AND PAYMENT
12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you.
12.4 When you must pay and how you must pay. We accept payment with major credit or debit card, by bank transfer or via PayPal. You must pay for the products before we dispatch them. We will not charge your credit or debit card until we dispatch the products to you.
12.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.

13 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 11.2; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987
13.3 We are not liable for business losses. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

14 HOW WE MAY USE YOUR PERSONAL INFORMATION
14.1 How we will use your personal information. We will use the personal information you provide to us:
14.1.1 to supply the products to you;
14.1.2 to process your payment for the products; and
14.1.3 if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
14.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
14.3 We will only give your personal information to third parties where the law either requires or allows us to do so.

15 OTHER IMPORTANT TERMS
15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
15.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property.
15.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
15.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in.

Download a pdf copy of these Terms here

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

FOR BUSINESS CUSTOMERS

(the purchaser’s attention is drawn to the provIsions of condition 10.3 below).

1 INTERPRETATION
1.1 In these Conditions the following words have the following meanings:
“Conditions” the standard terms and conditions of sale as set out in this document and as amended from time to time in accordance with Condition 2.4;
“Contract” the Order and the Supplier’s acceptance of the Order;
“Goods” any goods agreed in the Contract to be supplied to the Purchaser by the Supplier (including any part or parts of them);
“Indebtedness” any obligation to pay or repay money (whether present or future, actual or contingent, joint or sole);
“Intellectual Property Rights” any and all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Losses” losses (including any direct, indirect or consequential losses, loss of profit and loss of reputation), claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis);
“Order” the Purchaser’s order for the Goods, as set out in the Purchaser’s purchase order form, the Purchaser’s written acceptance of the Supplier’s quotation or on the reverse of these Conditions as the case may be;
“Price” has the meaning given to it in Condition 8.1;
“Purchaser” the person(s), firm or company from whom the Order is received by the Supplier;
“Specification” any specification for the Goods that is supplied by the Supplier to the Customer or agreed in writing by the Supplier;
“Supplier” Pycom Limited registered in England and Wales (company number 9852962) whose registered office is at 57 Avenue Road, Cranleigh, GU6 7LJ;
“Supplier Materials” any documents or other materials, and any data or other information provided by the Supplier relating to the Goods; and
“Working Day” a day (other than a Saturday, a Sunday or a public holiday in England) on which banks in London are open for business.
1.2 In these Conditions (except where the context otherwise requires):
1.2.1 words in the singular include the plural and vice versa and reference to any gender includes the others;
1.2.2 reference to “a person” includes a natural person, company or unincorporated body (whether or not having separate legal personality);
1.2.3 a reference to “company” includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.4 references to legislation are to that legislation as amended, extended or re-enacted from time to time;
1.2.5 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;
1.2.6 any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms; and
1.2.7 a reference to “writing” or “written” includes faxes but not email.
1.3 Headings are for convenience only and shall not affect the interpretation of these Conditions.
1.4 The Contract shall be binding upon, and endure to the benefit of, the parties and their respective personal representatives, successors and permitted assignees, and references to any party shall include that party’s personal representatives, successors and permitted assignees.

2 APPLICATION OF THESE CONDITIONS
2.1 These Conditions are the only conditions upon which the Supplier is prepared to deal with the Purchaser and they shall govern the Contract to the entire exclusion of all other terms and conditions.
2.2 No terms or conditions (other than these Conditions) endorsed upon, delivered with or contained in the Order, confirmation of order or other document (whether or not any such document is referred to in the Contract) or any other terms that the Purchaser seeks to impose or incorporate will form part of the Contract.
2.3 All conditions (other than these Conditions), warranties and other statements whatsoever that would otherwise be implied or imposed by statute (including, sections 13 to 15 of the Sale of Goods Act 1979), common law, trade custom or practice, a course of dealing or otherwise howsoever are (save for the conditions implied by section 12 of the Sale of Goods Act 1979) excluded from the Contract to the fullest extent permitted by law.
2.4 These Conditions apply to all the Supplier’s sales of Goods and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Supplier.
2.5 Each Order shall be deemed to be an offer by the Purchaser to purchase Goods subject to these Conditions.
2.6 No Order shall be deemed to be accepted by the Supplier until the Supplier gives written notice of acceptance of the Order or (if earlier) the Supplier delivers the Goods to the Purchaser.
2.7 The Purchaser must ensure that the terms of its Order and any applicable Specification are complete and accurate.
2.8 Any quotation by the Supplier shall not constitute an offer and is given on the basis that no contract will come into existence until the Purchaser places an Order and the Supplier accepts that Order in accordance with Condition 2.6. Any quotation is valid for a period of thirty (30) days only from its date, during which period the Purchaser may place an Order based on that quotation, provided that the Supplier has not previously withdrawn it.
2.9 The Supplier shall not be obliged to accept any Order.
2.10 The Contract constitutes the entire agreement and understanding between the parties.
2.11 The Purchaser acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the Supplier (whether innocently or negligently) which is not expressly set out in the Contract. The Purchaser shall not have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in the Contract.

3 DESCRIPTION
3.1 The description of the Goods shall be as set out in the Supplier’s proposal as modified by any Specification.
3.2 The Supplier may amend any Specification if required by any applicable statute or regulation, following which the applicable Specification shall be that as so amended.
3.3 All samples, drawings, descriptive matter, specifications and advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced solely to describe the Goods approximately and do not form part of the Contract.

4 QUALITY
4.1 The Supplier warrants that (subject to the other provisions of these Conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods will:
4.1.1 be free from material defects in design, materials and workmanship;
4.1.2 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
4.1.3 be reasonably fit for any particular purpose for which the Goods are being purchased if the Purchaser had made known that purpose to the Supplier in writing and the Supplier has confirmed in writing that it is reasonable for the Purchaser to rely on the skill and judgment of the Supplier; and
4.1.4 conform in all material respects with their description in any applicable Specification;
4.2 The Supplier shall not be liable for a breach of warranty under in Condition 4.1 unless the Purchaser gives written notice of the breach to the Supplier, and (if the defect is as a result of damage in transit), to the carrier:
4.2.1 in the case of a defect that is apparent on normal visual inspection, within five (5) Working Days of delivery; and
4.2.2 in the case of a latent defect, within a reasonable time after the latent defect becomes apparent; and
4.2.3 the Supplier is given a reasonable opportunity after receiving the notice under Conditions 4.2.1 or 4.2.2 to examine such Goods and the Purchaser returns such Goods to the Supplier’s place of business at the Purchaser’s expense for the examination to take place there.
4.3 The Supplier shall not be liable for a breach of warranty under Condition 4.1:
4.3.1 if the Purchaser makes any further use of such Goods after giving notice under Condition 4.2;
4.3.2 if the defect arises because the Purchaser failed to follow any instructions from the Supplier (written or otherwise) as to the storage, installation, commissioning, use or maintenance of such Goods or (if none were given) failed to comply with good trade practice;
4.3.3 if the Purchaser alters or repairs such Goods without the written consent of the Supplier;
4.3.4 if the defect arises from the Supplier following any design, drawing, diagram, specification or other technical instruction provided by the Purchaser;
4.3.5 if the defect arises through wilful damage, the Purchaser’s negligence or the negligence of its customers; or
4.3.6 in respect of fair wear and tear.
4.4 Subject to Conditions 4.2 and 4.3, if any of the Goods do not conform with any of the warranties in Condition 4.1 the Supplier shall at its option repair or replace such Goods (or the defective part) or refund the Price (or a pro-rated amount of the Price if not all the Goods are defective) provided that, if the Supplier so requests, the Purchaser shall, at the Purchaser’s expense, return the Goods or such of the Goods as are defective to the Supplier.
4.5 If the Supplier complies with Condition 4.4 it shall have no further liability for a breach of any of the warranties in Condition 4.1.
4.6 This Condition 4 shall apply in respect of any repaired or replacement Goods for any unexpired part of the 12 month period referred to in Condition 4.1.

5 DELIVERY
5.1 The Goods shall be delivered, to such location as specified in the Order or such other location as the parties may agree, at any time after the Supplier gives the Purchaser notice that the Goods are ready for delivery.
5.2 The Purchaser will provide at its expense at the location for delivery determined under Condition 5.1 adequate and appropriate equipment and manual labour for loading the Goods and shall provide all requisite instructions, documents, licences and authorisations required for or relevant to the delivery of the Goods to enable delivery to take place.
5.3 Delivery of the Goods shall be complete when the Goods have arrived at the location for delivery determined under Condition 5.1.
5.4 Any dates specified by the Supplier for delivery of the Goods are intended to be an estimate only and time for delivery is not of the essence. If no dates are so specified, delivery will be within a reasonable time.
5.5 The Supplier shall not be liable for any delay in delivery of the Goods caused by the Purchaser failing to comply with Condition 5.2 or any other Condition.
5.6 If for any reason the Purchaser fails to accept delivery of any of the Goods within the period of seven (7) days after the Supplier has given the Purchaser notice that they are ready for delivery (or if the Supplier is unable to deliver the Goods within that period because the Purchaser has not complied with Condition 5.2 or any other Condition):
5.6.1 completion of delivery of the Goods will be deemed to have taken place at 9.00am on the next Working Day following the expiry of that period;
5.6.2 the Goods shall be at the risk of the Purchaser from the time specified in Condition 5.6.1;
5.6.3 without prejudice to any other rights or remedies it may have, including its rights under Condition 5.6.4, the Supplier may store the Goods until actual delivery and the Purchaser will be liable for all related costs and expenses (including for storage and insurance); and
5.6.4 without prejudice to any other rights or remedies it may have, if the Purchaser has not accepted delivery of those Goods within seven (7) days from the time specified in Condition 5.6.1, the Supplier may resell or otherwise dispose of part or all of those Goods.
5.7 The Company may deliver the Goods by instalments and each instalment shall be treated as a separate Contract so that failure to deliver, or any defect in, one or more instalment shall not entitle the Purchaser to reject the other instalments.
5.8 The Purchaser shall not resell the Goods in any packaging other than the packaging in which the Goods were delivered to the Purchaser and shall not alter or damage that packaging in any way whatsoever and the Purchaser shall indemnify and keep indemnified the Supplier in full and hold it harmless on demand from and against any and all Losses suffered or incurred by the Supplier or for which the Supplier may become liable arising out of or in connection with any claim made against the Supplier as a result of the Purchaser failing to comply with this Condition 5.8.

6 NON-DELIVERY
6.1 The quantity of any consignment of Goods as recorded by the Supplier upon despatch from the Supplier shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
6.2 The Supplier shall not be liable for any non-delivery of the Goods caused by the Purchaser failing to comply with Condition 5.2 or any other Condition.
6.3 Any liability of the Supplier for non-delivery of the Goods shall be limited to replacing within a reasonable time, or issuing a credit note against any invoice raised for, any such Goods that were not delivered.

7 RISK, IMPORT/EXPORT CONTROL AND OWNERSHIP
7.1 All Goods which are dispatched via Royal Mail at the Purchaser’s election are not sent by recorded post or with proof of delivery. Therefore, risk of loss or damage to the Goods shall pass to the Purchaser upon dispatch from Pycom’s premises. Additional charges will apply if the Purchaser requests a recorded delivery service (additional charges will apply).
7.2 Exports/Imports can require a licence from Government agencies.
The Customer is responsible for compliance with all import and export control laws and regulations.
Before purchasing Pycom products and placing an order on the Company, it is the responsibility of the customer to check with the relevant authorities, whether such a licence is required within the Country of Import and ensure the correct and adequate licence in place at the point of shipping. Pycom is not responsible for providing such Import/Export Licences and may charge for failed shipments and product handling as a result of failed shipments.
7.3 Ownership of the Goods shall not pass to the Purchaser until the earlier of:
7.3.1 the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are, or which become, due to the Supplier from the Purchaser on any account; and
7.3.2 the Purchaser resells the Goods, in which case ownership of the Goods shall pass to the Purchaser at the time set out in Condition 7.4.
7.4 From completion of delivery until ownership of the Goods has passed to the Purchaser, the Purchaser must:
7.4.1 hold the Goods as the Supplier’s bailee on a fiduciary basis;
7.4.2 store the Goods (at no cost to the Supplier) separately from all other goods of or in the possession of the Purchaser in such a way that they remain readily identifiable as the property of the Supplier;
7.4.3 not destroy, deface, remove or obscure any identifying mark or packaging on or relating to the Goods;
7.4.4 maintain the Goods in satisfactory condition;
7.4.5 keep the Goods insured on the Supplier’s behalf for the full Price against all risks to the reasonable satisfaction of the Supplier and on request produce to the Supplier the policy of insurance;
7.4.6 hold the proceeds of the insurance referred to in Condition 7.3.5 on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account;
7.4.7 inform the Supplier immediately if there occurs, or if the Supplier knows there is about to occur, any of the events referred to in Condition 12.2; and
7.4.8 give the Supplier such information relating to the Goods as the Supplier may from time to time require.
7.5 The Purchaser may resell the Goods before ownership has passed to it solely on the following conditions:
7.5.1 any sale shall be a bona fide transaction on arm’s length terms;
7.5.2 any such sale shall be a sale of the Supplier’s property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale; and
7.5.3 ownership of the Goods shall pass from the Supplier to the Purchaser immediately before the time at which resale by the Purchaser occurs.
7.6 If, before ownership of the Goods has passed to the Purchaser in accordance with Condition 7.2:
7.6.1 there occurs any of the events referred to in Condition 12.2; or
7.6.2 the Supplier reasonably believes that any of the events referred to in Condition 12.2 is about to occur; or
7.6.3 the Purchaser fails to observe or perform any of its obligations under the Contract or any other contract between the Purchaser and the Supplier; or
7.6.4 the Purchaser encumbers or in any way charges any of the Goods,
the Supplier may, subject to Condition 7.6 and without limiting any other rights or remedies it may have, give notice to the Purchaser requiring it promptly to deliver up the Goods, failing which the Supplier may enter any premises of the Purchaser or of any third party where the Goods are held for the purpose of recovering the Goods.
7.7 The Supplier shall not be entitled to give notice under Condition 7.5 in respect of such of the Goods as have been resold in accordance with Condition 7.4 or irrevocably incorporated into another product.
7.8 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
7.9 The Purchaser grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.

8 PRICE
8.1 Unless otherwise agreed by the Supplier in writing, and subject to Condition 8.2, the price for the Goods (“Price”) shall be the price set out in the Order or, if no price is set out in the Order, the price set out in the Supplier’s published price list applicable on the date of completion (or deemed completion) of delivery.
8.2 The Supplier may, by notice to the Purchaser given no later than seven (7) Working Days before completion of delivery, increase the Price to reflect any increase in the cost of the Goods due to:
8.2.1 any request by the Purchaser to change the delivery date, quantity, Specification or type of Goods ordered; or
8.2.2 any delay arising from the inaccuracy or inadequacy of, or failure to provide, requisite instructions or information reasonably required from the Purchaser by the Supplier to perform its obligations under the Contract.
8.3 The Price shall be exclusive of all costs or charges in relation to loading, unloading, packaging, carriage and insurance, all of which amounts the Purchaser will pay in addition when it is due to pay for the Goods.
8.4 The Price is stated exclusive of value added tax (“VAT”), which shall be added at the prevailing rate as applicable and paid by the Purchaser following delivery of a valid VAT invoice.

9 PAYMENT
9.1 The Supplier may invoice the Purchaser for the Goods on or at any time following completion (or deemed completion) of delivery.
9.2 Payment for the Goods must be made in advance of delivery by the agreed payment method.
9.3 Time for payment shall be of the essence.
9.4 No payment shall be deemed to have been received until the Supplier has received cash or cleared funds.
9.5 All amounts payable to the Supplier under the Contract shall become due immediately upon termination of the Contract despite any other provision.
9.6 The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.
9.7 Without prejudice to any other right or remedy, the Suppler reserves the right to set off any amount owing at any time from the Purchaser to the Supplier against any amount payable by the Supplier to the Purchaser.
9.8 The Supplier shall be entitled to claim interest on the late payment of any amount properly due to the Supplier under the Contract accruing on a daily basis from the due date for payment until payment is made in full, both before and after any judgment, at a rate equal to the rate of statutory interest prescribed for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time.
9.9 To the extent that it does not exercise its right to claim interest under Condition 9.8, the Suppler reserves the right to claim interest and fixed sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

10 LIMITATION OF LIABILITY
10.1 Subject to Condition 4, the following provisions of this Condition 10 set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser under or in respect of the Contract for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation or otherwise howsoever.
10.2 Nothing in these Conditions shall limit or exclude the liability or remedy of either party:
10.2.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
10.2.2 for fraud or fraudulent misrepresentation;
10.2.3 for breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979;
10.2.4 arising in respect of a defective product by virtue of the Consumer Protection Act 1987; or
10.2.5 for any act, omission or matter, liability for which may not be legally excluded or limited.
10.3 Subject to Condition 10.2:
10.3.1 the Supplier’s total liability to the Purchaser under or in respect of the Contract for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever shall in no circumstances exceed 100% of the Price; and
10.3.2 the Supplier shall not have any liability to the Purchaser, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever, for any loss of profit, loss of business, depletion of goodwill or any indirect or consequential loss whatsoever arising out of or in connection with the Contract.

11 INTELLECTUAL PROPERTY RIGHTS
11.1 All rights, including any copyright or other Intellectual Property Rights, in any Supplier Materials shall, unless otherwise agreed in writing between the Purchaser and the Supplier, belong to the Supplier, subject only to a licence in favour of the Purchaser to use the Supplier Materials for the purposes of receiving the Goods.
11.2 If the Goods are to be manufactured to a Specification provided by the Purchaser, the Purchaser shall indemnify and keep indemnified the Supplier in full and hold it harmless on demand from and against any and all Losses suffered or incurred by the Supplier or for which the Supplier may become liable arising out of or in connection with any claim made against the Supplier for alleged or actual infringement of a third party’s Intellectual Property Rights in connection with the Supplier’s use of such Specification and this Condition 11.2 shall survive termination of the Contract.

12 PURCHASER CAPACITY AND SOLVENCY
12.1 If there occurs any of the events referred to in Condition 12.2, or the Supplier reasonably believes that any of the events referred to in Condition 12.2 is about to occur, the Supplier may give notice to the Purchaser, following which, without limiting any other rights or remedies it may have:
12.1.1 it may, without incurring any liability to the Purchaser, cancel or suspend any further deliveries under the Contract or under any other contract with the Purchaser;
12.1.2 all outstanding amounts in respect of Goods the delivery of which is complete (or deemed to be complete) shall become immediately due; and
12.1.3 it may, without incurring any liability to the Purchaser, by notice to the Purchaser, terminate the Contract.
12.2 For the purposes of Conditions 7.3.7, 7.5.1, 7.5.2 and 12.1, the relevant events are:
12.2.1 the Purchaser is in the reasonable belief of the Supplier, or is deemed to be, insolvent or unable or (being an individual) is deemed to have no reasonable prospect of being able (or admits its inability) to pay its debts as they fall due or stops or suspends payment of any of its debts (or (being a partnership) has any partner to whom any of the foregoing apply;
12.2.2 any of the Purchaser’s Indebtedness is not paid in full when due or becomes due (or could be declared due) before its stated maturity because of default;
12.2.3 any expropriation, attachment, sequestration, distress, execution, enforcement of security or other legal process is levied, enforced or sued out on or against, or affects, any of the Purchaser’s assets and is not discharged or stayed within twenty one (21) days;
12.2.4 the Purchaser begins negotiations, or enters into, or gives notice of any intention to enter into, any composition or arrangement, with one or more of its creditors in order to reschedule any of its indebtedness because of actual or anticipated financial difficulties including, but not limited to, giving notice of a meeting of creditors for the purpose of considering a proposal for a company voluntary arrangement or (being an individual) an individual voluntary arrangement;
12.2.5 a moratorium is declared, or in any event comes into existence, over any of the Purchaser’s Indebtedness;
12.2.6 any petition is presented, application made, resolution proposed, notice of meeting given or other action, proceedings, procedure or step taken whether by the Purchaser or any third party for, or which may lead to:
a) the suspension of payments, winding up, dissolution, administration, receiverships (whether administrative or otherwise) or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Purchaser;
b) the appointment of a liquidator (both provisional and following a winding up), receiver (including a fixed charge receiver), administrative receiver, administrator, nominee supervisor, compulsory manager or other similar officer in respect of the Purchaser or any of its assets; or
c) (where the Purchaser is an individual) bankruptcy, an individual voluntary arrangement or debt relief order;
12.2.7 any event similar to any of those set out in Conditions 12.2.1 to 12.2.6 occurs in relation to the Purchaser (including in any jurisdiction to which it is subject);
12.2.8 the Purchaser suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business;
12.2.9 the Purchaser (being an individual) dies or, by reason of illness or incapacity (whether mental or physical) is incapable of managing his own affairs or becomes a patient under any mental health legislation; or
12.2.10 the financial position of the Purchaser deteriorates to such an extent that in the reasonable opinion of the Supplier the capability of the Purchaser adequately to fulfil its obligations under the Contract has been placed in jeopardy.
12.3 On termination of the Contract or any part of it for any reason, the Purchaser shall immediately return to the Supplier all Supplier Materials. If the Supplier fails to do so the Supplier may (without limiting any other rights and remedies it may have) enter the Purchaser’s premises and take possession of them. Until they have been returned or repossessed, the Purchaser shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
12.4 The termination of the Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the Supplier and the Purchaser existing at termination.
12.5 Such of these Conditions which expressly or by implication are intended to come into or remain in force on or after the termination of the Contract shall remain in full force and effect.

13 ASSIGNMENT
13.1 The Supplier may assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract to any third party or agent.
13.2 The Purchaser shall not be entitled to assign, or deal in any other manner with, the Contract or any part of it, including sub-contracting any of its obligations under the Contract, without the prior written consent of the Supplier.

14 FORCE MAJEURE
14.1 If either party is delayed or prevented in the performance of any of its obligations under the Contract by an event, circumstance or cause beyond its reasonable control which, by its nature, could not have been foreseen or, if foreseeable, was unavoidable, (including war or other armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, national or international emergency or calamity, strikes, lock-outs or other industrial disputes, (whether involving its own workforce or any third party’s), failure of energy supply, disruption to transport, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of buildings or other structures, fires, floods, storms, earthquakes, natural disasters, extreme adverse weather conditions, other acts of God, loss at sea, epidemics or similar events and default of suppliers or sub-contractors caused by any such event), that party shall not be liable for such delay or non-performance and the time for performance of the affected obligation shall be extended by such period as is reasonable to enable that party, using all reasonable endeavours, to perform that obligation.
14.2 If the performance of any of the Supplier’s obligations under the Contract are delayed or prevented as described in Condition 14.1 for a continuous period of three (3) months, the Supplier may terminate the Contract, without liability to the Purchaser, by giving notice to the Purchaser.

15 COMMUNICATIONS
15.1 Any communication between the parties about the Contract shall be in writing, in English, and delivered personally, sent by pre-paid registered post or recorded delivery (or pre-paid registered air mail if overseas) or by fax:
15.1.1 (in the case of communications to the Supplier) to its registered office or main fax number or such changed address or fax number as shall be notified to the Purchaser by the Supplier; or
15.1.2 (in the case of communications to the Purchaser) to its registered office (if it is a company) or (in any other case) to any address of the Purchaser set out in any document which forms part of the Contract or to its main fax number or such other address or fax number as shall be notified to the Supplier by the Purchaser.
15.2 Communications shall be deemed to have been received:
15.2.1 if delivered personally, at the time of delivery to the address;
15.2.2 if sent by pre-paid registered post or recorded delivery, 48 hours after posting;
15.2.3 if sent by pre-paid registered airmail, at 9.00am on the fifth Working Day after posting; and
15.2.4 if sent by fax, at 9.00am on the next Working Day after transmission provided a transmission report is generated by the sending party’s fax machine recording a message from the recipient party’s fax machine confirming all pages were successfully transmitted.
15.3 Communications addressed to the Supplier shall be marked for the attention of the Head of Legal.
15.4 This Condition 15 does not apply to the service of any proceedings or other documents in any legal action or any arbitration or other method of dispute resolution.

16 GENERAL
16.1 The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties. The Purchaser shall not have, nor represent that it has, any authority to make or enter into any commitments on the Supplier’s behalf or otherwise bind the Supplier in any way.
16.2 The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law. Any right or remedy expressly included in any provision of these Conditions (or the exercise thereof) shall not be considered as limiting the Supplier’s rights or remedies under any other provision of these Conditions (or the exercise thereof).
16.3 If any provision, or part of a provision, of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “void provision”) such invalidity, illegality or unenforceability shall not affect the other provisions of the Contract, which shall remain in full force and effect. If a void provision would be valid, legal and enforceable if some part of it were deleted, that void provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable it shall be deemed to be deleted.
16.4 No provision of the Contract shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
16.5 A failure to exercise, or delay in exercising a right, power or remedy provided to the Supplier by these Conditions or by law does not constitute a waiver of that, or any other, right, power or remedy and shall not (and nor shall any single or partial exercise of any such right, power or remedy) preclude the further exercise of that, or any other, right, power or remedy.
16.6 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Purchaser will only be effective if in writing and will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
16.7 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.

 

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