1. DEFINITIONS

‘Business Customer’ means a legal entity (otherwise referred to as ‘you’) who enters into a Contract with us to buy Goods or Services other than for private use.

‘Contract’ means any contract between you and us for the sale and purchase of Goods or Services, incorporating these Terms.

‘Goods’ means any goods agreed in the Contract to be supplied to you by us (including any part or parts of them).

‘Normal Working Hours’ means 9am to 5pm on a Working Day.

‘Order’ means an order for Goods or Services made by you in accordance with these Terms.

‘Order Confirmation’ means our written acceptance of your Order.

‘Services’ means services and support provided by us to you.

‘Software’ means computer program(s) and associated documentation.

‘Working Day’ means Monday to Friday, excluding Bank or other Public holidays.

2. ORDERS

2.1

When you place an Order for Goods or Services, this will be regarded as an offer by you to purchase the Goods or Services subject to these Terms and we shall not be obliged to accept your offer at our discretion.

2.2

We will send you an Order Acknowledgement on receipt of your Order. This is not an order confirmation or order acceptance by us.

2.3

We will accept your offer and create a Contract with you by sending to you an Order Confirmation once we have confirmed availability of the Goods or Services, verified your payment details as necessary and prepared the Goods for dispatch. We reserve the right to obtain validation of your payment details before providing you with any Goods or Services.

2.4

The Order Confirmation will be binding on you unless there is an unacceptable discrepancy between the Goods or Services that you ordered and those detailed in the Order Confirmation. You should notify us as soon as you become aware of any such discrepancy and in any event prior to the dispatch of the Goods.

2.5

If we cannot supply the Goods ordered by you, we reserve the right to offer alternative Goods of equal or superior quality. Any such changes will be detailed in the Order Confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the Order and require the refund of any money paid to us in respect of that Order, including carriage charges. This shall be your sole remedy.

2.6

We make every effort to supply the Goods as advertised but reserve the right to supply the Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer. Any such minor variation will not give you the right to cancel or rescind any Order or Contract made with us. Images of Goods are provided for illustrative purposes only and the actual Goods you receive may differ from the image displayed in the catalogue or on our website, especially with generic products.

2.7

When you place an Order, you are undertaking to us that:

(a) all details you provide to us for the purpose of purchasing Goods or Services are correct, and

(b) you are duly authorised to use the payment method to make a purchase from us and that there are sufficient funds or credit facilities to cover the cost of any Goods or Services you order
from us.

2.8

Cancellation of Orders.Other than in accordance with clause 2.4, we do not accept cancellation of orders by Business Customers once an Order Confirmation has been sent as many Orders are dispatched on the same day the Order is placed. We cannot accept cancellation of an Order for bespoke Goods which have been produced to your specific requirements.td>

2.9

Goods are not tested or sold as being fit for any particular application or for use under specific conditions, unless expressly agreed in writing.td>

3. PRICES AND PAYMENT

3.1

Goods and Services, together with VAT, are invoiced at the price prevailing at the time of your Order.td>

3.2

We reserve the right to vary our prices from time to time.td>

3.3

When you submit an Order, you will be notified of any additional costs including shipping and handling costs or insurance.

3.4

Payment is due prior to shipment unless you have been approved for credit. Our standard credit terms require payment within 30 days from the date of the invoice, except in the case of transactions where different terms are agreed by us in writing beforehand.

3.5

If you fail to make any payment due to us by the due date for payment (‘the due date’), then we may charge you interest on the overdue amount at the rate of 3% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.

4. DELIVERY, TITLE AND RISK

4.1

We shall use reasonable endeavours to despatch Goods to you by the estimated delivery date, but time shall not be of the essence for delivery and we shall not accept liability for failure to deliver within the stated time or on a stated day where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times.

4.2

If a delay is likely, we shall contact you and advise of the delay. You will not be entitled to damages or compensation if delivery of Goods does not occur on the estimated delivery date.

4.3

If we are unable to deliver the Goods within 30 days of the estimated delivery date, you will, as your sole remedy, be entitled to cancel the Order and require any monies paid to us in respect of that Order to be refunded. In order to cancel, you must send written notice of cancellation to us after the estimated delivery date but before actual delivery of the Goods or notification from us that the Goods are ready for delivery.

4.4

Delivery is deemed to take place when the Goods are delivered to your nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to you.

4.5

You are required to be able to accept the Goods when they are ready for delivery within Normal Working Hours.

4.6

If you cannot accept delivery, we may re-arrange delivery provided that we reserve the right to charge you for any delivery costs incurred.

4.7

Upon delivery of the Goods, you will be asked to sign a Proof of Delivery to acknowledge safe receipt. It is your responsibility to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, you should either note this on the Proof of Delivery or refuse delivery of the Goods. td>

4.8

We shall not be liable for discrepancies or damage evident on delivery where you accept delivery and sign the Proof of Delivery without amendment.td>

4.9

You may request a Proof of Delivery, provided that this request is made within 30 days of the dispatch confirmation and we shall use reasonable endeavours to provide such proof. Thereafter, delivery shall be deemed to have been successfully completed.td>

4.10

You should notify us immediately and in any event no longer than 48 hours after delivery in the event that Goods are found to be damaged on delivery, items are missing or the Goods are not as specified in the Order Confirmation. If you need to return any Goods, then please see our Returns policy below.td>

5.        RETURNS AND WARRANTIES

5.1

Other than the express provisions set out in these Terms, all other terms and the implied terms or warranties relating to the supply of goods or services are excluded to the fullest extent permitted by law. td>

5.2

In the event that you need to return Goods, then a Goods Returns Authorisation Number (RAN) must be obtained from us for each and every return so that we are able to administratively process your return, otherwise we have no means of identifying the Goods being returned and this may result in difficulties in returning monies. You will be sent a RAN acknowledgement by email.  The RAN must be clearly shown on each parcel returned, and must be in the original manufacturer's packaging (which shall not be defaced) complete with accessories, manuals and documentation. Software packages must be returned unopened with the Software seals intact. Except in the case of faulty Goods, returned items not complying with these requirements will be rejected.td>

5.3

In the event that any Goods Delivered to you do not correspond with the Goods in the Order Confirmation, or have been Delivered to you by mistake, then you will be under a duty to take reasonable care of such Goods and to contact our Customer Services team immediately no later than 14 days. We will then arrange for a courier to collect the Goods and replacements to be supplied on a credit and recharge basis.td>

5.4

Care of Goods to be Returned
Whilst in possession of the Goods you will be under a duty to take reasonable care of them. We reserve the right to refuse a refund on Goods returned which have been made unfit for resale or damaged whilst in your possession.

5.5

Address for Returns of Goods
If you need to return Goods to us for whatever reason, then please send such items to: Misco Returns (Systemax), 2 Cartsdyke Avenue, GREENOCK, Inverclyde, Scotland PA15 1DT

5.6

Return of Defective Goods

(a) In the event that Goods are found to be defective at any time within the first 30 days from delivery then
please contact our Customer Services team immediately that you become aware of the defect, ensuring
that you have the item's serial number available to provide to our staff. Different manufacturers have differing policies for dealing with Goods which are termed ‘dead on arrival’, meaning that the Goods are found to be faulty
either on delivery or very shortly afterwards. You will therefore be advised by our Customer Services team
of the relevant manufacturer’s returns policy. We will not charge you for the collection of the Defective Goods.
It is your responsibility to package and secure the Goods prior to collection to prevent damage during their return to us.

(b) We shall at our option repair or replace such Defective Goods (or the defective part) and only if a repair or
replacement is not possible or would be disproportionate to the price of such Goods we shall at our discretion
refund the price of such Defective Goods at the pro-rate contract rate provided that you return the Defective
Goods to us with all internal and external parts that were delivered with the Goods.

(c) If we arrange for a courier collection of your Goods, this will normally take place between 9.00am and
5.30pm, and it is your responsibility to ensure that someone will be present at the collection address when the
courier arrives.

(d) On receipt by us of the returned Goods, if following the testing process the Goods are found to be in good
working order without defect, we will return the Goods to you, and the carriage costs of this return will be
your responsibility. Please note that if you have, in the meantime, required us to provide you with replacement
Goods before completion of the testing process, you will be liable to pay for these Goods. If, when we examine
the Defective Goods, it is evident that the defect has arisen because you have failed to follow Misco’s or the
manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods,
or if you have altered the Goods without the written consent of Misco then we reserve the right to refuse a
repair, replacement or refund.

(e) You should note that we adhere to individual manufacturers’ guidelines in respect of acceptable deviation of
quality of certain items. Therefore, we reserve the right not to accept Goods considered by you to be defective
if the error or fault is within the manufacturer’s accepted manufacturing tolerances. If you have any doubt,
please contact our Customer Services. As an example, due to the current manufacturing methods of active
matrix display panels, a small percentage of sub-pixel anomalies (i.e. a pixel that is stuck on or off) are accepted
by the industry as unavoidable. Accordingly, because the manufacturing yield of perfect active matrix panels is
low, displays may have some sub-pixels that are either always on or off. The cost of accepting only theoretically
perfect displays would almost double the price of a portable computer using an LCD screen. Please be aware of
this before purchasing a TFT screen.

5.7

Warranty Claims

(a) If Goods become faulty more than 30 days after delivery then you are advised to contact the manufacturer and
use their warranty procedure. Unless otherwise stated in the manufacturer’s documentation, all Goods carry
a manufacturer’s warranty.

(b) If you wish to make a warranty claim, you must comply with the manufacturer’s instructions and warranty
procedure. In order to resolve your problem as quickly as possible, we will refer you to the manufacturer who
will deal directly with the return. In these instances, we will provide you with the contact information for
the relevant manufacturer.

(c) All warranties provided under these Terms shall be invalidated if the Goods have been worked upon,
altered or damaged in any way by you or your employees or agents, or if the Goods have not been used in
accordance with the manufacturer’s instructions.

(d) You should note that certain Goods have a reduced warranty period. In particular, Goods specified as
‘refurbished’ are only subject to a 3-month warranty from the date of delivery. Your statutory rights are not
affected when you purchase such Goods.

5.8

Return for credit

(a) In the event that we, at our absolute discretion, agree to accept the return for credit of unwanted products, the
Goods must be returned with our prior written agreement within 14 days of delivery. The Goods must be
unopened, with the manufacturers’ seals intact and in perfect re-saleable condition. All Goods returned in these
circumstances will not be subject to a re-stocking fee. Please ensure that the Goods you have purchased are to
your specification prior to breaking the manufacturers’ seals. This will avoid disappointment and the Goods being
rejected, should you wish to return them.

(b) Any Goods returned unopened, with the manufacturers’ seal intact and in re-saleable condition, outside of the 14
days specified in clause 5.8(a) may be returned for credit subject to our absolute discretion and shall be decided
by us on a case-by-case basis. All Goods returned in these circumstances will be subject to a reasonable
re-stocking fee to cover our administrative charges.

(c) No Software on which seals have been broken can be returned for credit. If any Software discs are faulty, then
you are advised to use the manufacturer’s warranty procedure. Please note Software Licences are
non-returnable unless the Software is materially non-compliant with its specification or the physical media on
which it is supplied is defective.

6. OUR LIABILITY

6.1

6.1 Subject to clauses 4 and 5, the following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

(a) any breach of these Terms;

(b) any use made or resale by you of any of the Goods, or of any product incorporating any of the Goods; and

(c) any representation, statement or tortious act or omission including negligence arising under or in
connection with the Contract.

6.2

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded.

6.3

Nothing in these Terms excludes or limits our liability:

(a) for death or personal injury caused by our negligence; or

(b) for any matter which it would be illegal for us to exclude or attempt to exclude our liability; or

(c) for fraud or fraudulent misrepresentation.

6.4

Subject to clause 6.2 and clause 6.3:

(a) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or
otherwise, arising in connection with the performance or contemplated performance of the Contract shall be
limited to the Contract price; and

(b) we shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case whether
direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused)
which arise out of or in connection with the Contract.

7. FORCE MAJEURE

7.1

We shall not be liable to you or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods or Services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving our employees or of a third party); difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.

7.2

If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us may decide to terminate the Order in which case we will return any prepayments that you have made in full.

8. ERRORS & OMISSIONS

8.1

We make every effort to ensure that all prices and descriptions quoted on our website are correct and accurate. In the case of a manifest error or omission, we will be entitled to rescind the contract, notwithstanding that we may already have accepted your Order and/or received payment from you. Our liability in that event will be limited to the return of any money that you have paid in respect of the Order.

8.2

In the case of a manifest error in relation to price, you will be entitled to purchase the Goods or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by us after the manifest error has been discovered. A ‘manifest error’, as the term is used in this clause 8, means, in relation to an incorrect price, a price quoted in error by us which is more than 10% less than the price that would have been quoted had the mistake not been made.

9. TRADE NAMES & TRADE MARKS

9.1

Trade names and marks (other than ours) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.

9.2

In the case of component purchases, if you require a particular brand of product should, then before placing an order, please check with us to confirm the identity of the manufacturer of the component that you are proposing to purchase.

9.3

Both parties hereby acknowledge the intellectual property rights of suppliers and manufacturers of the Goods appearing in our sales literature and on our website.

10. GENERAL TERMS OF BUSINESS

10.1

You must not transfer any contract made with us under these Terms, as it is personal to you, without written authority from us. This authority will not be refused without good reason.

10.2

If any part of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.

10.3

No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.

10.4

Communications.

(a) All communications between the parties about the Contract shall be in writing and delivered by email or by
hand or sent by pre-paid first class post or sent by fax to the registered office or such changed address as
shall be notified to by the party; or (in any other case) to any address of yours set out in any document which
forms part of the Contract or such other address as shall be notified to us by you.

(b) Communications shall be deemed to have been received:

(i) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays)
after posting (exclusive of the day of posting); or

(ii) if delivered by hand, on the day of delivery; or

(iii) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next
working day.

(iv) If by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next
working day.

10.5

You confirm that, in agreeing to accept the Terms, you have not relied on any representation save insofar as the same has expressly been made a part of these Terms and you agree that you shall have no remedy in respect of any representation. Nothing in these Terms shall limit or exclude our liability in respect of any fraudulent or negligent misrepresentation whether or not such has become a part of the Terms.

10.6

These Terms shall be governed by the relevant laws of the United Kingdom and construed in accordance with the relevant laws of the United Kingdom and you irrevocably submit to the exclusive jurisdiction of the relevant courts of the United Kingdom.

10.7

If you have any complaints with the Goods or Services provided by us please contact Customer Services by post or hand delivery addressed to Customer Services at Lightsout, 35 Bath Road, Kettering Northants NN16 8NB or by fax to 0845 055 2255 or by e-mail to admin@lightsout.co.uk

10.8

Contact information for Lightsout. The registered office for Lightsout Ltd, The Data Centre, Leicester Road, Lutterworth, Leicester, LE17 4HD.