Definitions
- Business Day: A day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.
- Conditions: The terms and conditions set out in this document (as amended from time to time), also available at www.tnz-global.com.
- Supplier: TNZ Global Networks Ltd.
- Supply: The provision of Products or Services.
- Buyer: The person who offers to buy, buys, or has agreed to buy the Products or has requested the supply of Services.
- Contract: The agreement between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Conditions.
- Price: The cost of Products or Services and any other charges specified in the Order.
- Order: An offer from the Buyer to buy the Products or Services described in the Order, subject to these Conditions.
- Specification: The industry standard product code referenced in the Order placed by the Supplier.
- Products: The Products or Services described in the Order.
1. Construction
- 1.1 “Person” includes natural persons, corporate or unincorporated bodies.
- 1.2 A reference to a party includes personal representatives, successors, or permitted assigns.
- 1.3 References to statutes include amendments, re-enactments, and subordinate legislation.
- 1.4 Terms such as “including”, “include”, or “in particular” are illustrative, not limiting.
- 1.5 “Writing” includes emails and faxes.
2. Basis of Contract
- 2.1 The Order is an offer by the Customer to purchase Goods and/or Services under these Conditions.
- 2.2 The Order is accepted only upon written acceptance by the Supplier (Commencement Date).
- 2.3 The Contract constitutes the entire agreement.
- 2.4 Descriptions on the Supplier’s website or other materials are illustrative only.
- 2.5 These Conditions override any other terms from the Customer.
- 2.6 Quotations are not offers and are valid only on the Business Day they are issued.
- 2.7 All Conditions apply to both Goods and Services unless otherwise specified.
3. Goods
- 3.1 Goods are described in the Specification, quotation, or Order.
- 3.2 The Supplier may amend Specifications to comply with legal requirements.
4. Supplier’s Rights
The Supplier may:
- (A) Cancel quotations at any time without liability.
- (B) Delay or refuse supply due to unsatisfactory Buyer credit/account status.
- (C) Modify designs/specifications or replace Products with equivalents.
5. Delivery
- 5.1 Each delivery includes a delivery note with Order details and storage instructions.
- 5.2 Goods will be delivered to the agreed location.
- 5.3 Delivery dates are estimates; the Supplier is not liable for delays due to force majeure or Buyer’s failure to provide adequate instructions.
- 5.4 The Buyer must inspect and report delivery issues within 48 hours, including incorrect quantity, wrong Goods, specification mismatch, or visible damage.
- 5.6 If the Supplier fails to deliver, liability is limited to the difference in cost of obtaining replacement goods, minus the original price.
- 5.7 If the Buyer fails to accept delivery within 3 Business Days of notice, storage and insurance costs apply.
- 5.9 Goods may be delivered in instalments, invoiced separately.
6. Seller’s Lien
The Supplier has a lien over Buyer’s goods or property in possession for any unpaid debts.
7. Warranty
- 7.1 Supplier is not the manufacturer but facilitates sourcing and assembling.
- 7.2 Supplier will assist in passing along third-party warranties.
- 7.3 In absence of a third-party warranty or if invalidated, defective Products may be replaced or repaired if:
- Notification is made within 30 days (hardware) or 7 days (software).
- Buyer returns the item at their own expense.
- 7.4 Products must be maintained and used correctly.
- 7.5 No tampering or unauthorised repairs during warranty period.
8. Title and Risk
- 8.1 Risk transfers to Buyer on delivery.
- 8.2 Title transfers only upon full payment or resale by Buyer.
- 8.3 Until title passes, the Buyer must:
- Store Goods separately.
- Maintain Goods in good condition.
- Insure for full value.
- Notify Supplier of insolvency events.
- Provide requested information.
- 8.4 Buyer may resell before full payment only as principal, not as Supplier’s agent.
- 8.5 If insolvency or similar events occur:
- Right to resell/use ends immediately.
- Supplier may recover Goods from premises.
9. Price and Payment
- 9.1 Price is that stated in the Order or current price list.
- 9.2 Price may increase before delivery for currency/tax/material cost changes or Buyer’s changes to Order.
- 9.3 Prices exclude packaging, insurance, and transport (charged separately).
- 9.4 Prices exclude VAT.
- 9.5 Supplier may invoice before or after delivery.
- 9.6 Payment terms are as per invoice; payment is due on time and in full.
- 9.7 Late payments incur 6% annual interest (daily basis).
- 9.8 Legal or third-party recovery costs are chargeable to Buyer.
- 9.9 Buyer cannot withhold payments or apply set-offs. Supplier may offset amounts due.
10. Returns
- 10.1 Buyer must ensure accuracy and completeness of Orders. Returns are subject to the [Returns Policy].
- 10.2 Supplier may cancel/amend Order before acceptance. Refunds or credit notes will be issued accordingly. Price differences must be settled. Restocking fees may apply.
- 10.3 No cancellation after acceptance except under the [Returns Policy].
11. Termination
- 11.1 Supplier may terminate immediately by written notice if the Buyer:
- Breaches the Contract and fails to remedy it within 14 days.
- Enters insolvency proceedings.
- Suspends or ceases business.
- Shows financial instability.
- Is suspected of illegal/fraudulent activity.
- 11.2 Supplier may suspend delivery if Buyer fails to pay or is likely to face insolvency.
- 11.3 Supplier may terminate for non-payment.
- 11.4 Buyer must immediately settle all outstanding payments upon termination.
- 11.5 Termination does not affect accrued rights.
12. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
The BUYER acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the BUYER's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the BUYER.
All Supplier Materials are the exclusive property of the Supplier.
13. CONFIDENTIALITY & DISCLAIMER NOTICES
The information contained in our emails are intended for the person to whom it is addressed and may contain confidential and/or privileged information - You should not copy, retain, forward, or disclose its contents to any one else, or take any action based upon it, if it is not addressed to you personally - If you have received an email in error please contact the sender immediately. Our emails have been virus checked and we recommend that you undertake a similar check before opening attachments - Intec Microsystems Ltd does not accept any responsibility for damage of any nature caused to any computer system as a result of receipt or use of this email.
14. EMAIL QUOTES
All costs quoted are exclusive of VAT - Costs are subject to change in line with vendor pricing - All stock availability is subject to confirmation at time and date of order - Errors & Omissions Excepted – Promotional pricing is only applicable during the promotion period specified by HP or other vendors - For full details please contact your account manager.
15. LIMITATION OF LIABILITY
15.1 Nothing in these Conditions shall limit or exclude our liability for: death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; or defective products under the Consumer Protection Act 1987; or any matter in respect of which it would be unlawful for Us to exclude or restrict liability.
Subject to clause 15.1:
- a. SUPPLIER shall under no circumstances whatsoever be liable to BUYER, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
- b. Our total liability to customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
16. FORCE MAJEURE
The SUPPLIER shall be under no liability for any delay or failure of the Products to perform in the event that the manufacture, supply or delivery of the Products is prevented or delayed by any act or circumstances beyond the Seller’s reasonable control including, but not limited to Act of God, act of terrorism, legislation, war, fire, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a trade dispute or owing to any inability to procure materials required for the performance of the Contract.
17. PERSONNEL
The Buyer agrees not to approach or employ the SUPPLIER'S personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of the Seller except with the express written permission of the Seller. In the event that the Buyer engages any of the Seller’s personnel, the Buyer shall pay an introduction fee of 26 weeks, or the equivalent, of the engaged person’s remuneration.
18. GENERAL
- 18.1 Assignment and other dealings
- (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
- (b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
- 18.2 Notices
- (a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
- (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
- (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- 18.3 Severance
- (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- (b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 18.4 Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- 18.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
- 18.6 Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
- 18.7 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by a Director of the Supplier.
- 18.8 Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- 18.9 Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
