1. Sale and supply of goods
1.1. These terms and conditions of this agreement (“Agreement”) shall apply to the sale and supply of certain goods (“Goods”) by Purple WiFi Limited of C/O Pm+M First Floor, Sandringham House, Hollins Brook Park, Pilsworth Road, Bury, Lancashire, England, BL9 8RN (“the Supplier”) to the customer who is buying such Goods (“the Customer”).
1.2. The Customer warrants that it is purchasing the Goods in a business capacity and not as a consumer.
2. Orders
2.1. The Customer may order the Goods (an “Order”) via the Supplier’s website or otherwise as agreed between the Supplier and the Customer.
2.2. The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of the Supplier’s written acceptance of the Order; or the Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).
3. Delivery and inspection
3.1. Each Order shall be delivered by a carrier appointed by the Supplier, to the agreed delivery location (“Delivery Location”) on the date(s) specified in the Order or otherwise agreed between the Supplier and the Customer.
3.2. The Goods shall be deemed delivered on arrival of the Goods at the Delivery Location.
3.3. Packaging material shall be disposed of by the Customer at its cost.
3.4. The Supplier shall not be liable for any delay in or failure of delivery to the extent caused by the Customer’s failure to: (a) make the Delivery Location available; (b) prepare the Delivery Location as required for delivery; or (c) provide the Supplier with adequate instructions for delivery; or (d) an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement (“Force Majeure”) affecting the Supplier.
4. Warranty
4.1. The Supplier warrants that for a period of 12 months from Delivery (the “Warranty Period”), the Goods delivered by the Supplier shall: (a) comply with all applicable laws, standards and good industry practice (including in relation to their manufacture, packaging and delivery); and (b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
4.2. The Customer may reject any Goods that do not comply with clause 4.1 by written notification to the Supplier.
4.3. As soon as reasonably practicable but in any event within 10 business days after receiving a written notification in accordance with clause 4.2, the Supplier shall at the Supplier’s option: (a) repair or replace the Goods; or (b) provide the Customer with a full refund of the Price (as defined below) paid by the Customer for the Goods.
4.4. The Supplier shall at its own cost collect any Goods rejected under clause 4.2.
4.5. The Supplier shall not be liable for any breach of clause 4.1: (a) where such failure arises as a result of fair wear and tear, the Customer’s or a third party’s wilful damage, or the Customer’s or a third party’s negligence (excluding any wilful damage or negligence caused by any of the Supplier’s subcontractors); (b) to the extent caused by the Customer's failure to comply with the Supplier’s reasonable instructions in relation to the Goods, including any instructions on installation, operation, storage and maintenance; (c) to the extent caused by the Supplier following any specification or requirement of the Customer in relation to the Goods; (d) where the Customer modifies any Goods without the Supplier’s prior written consent or, having received such consent, not in accordance with the Supplier's reasonable instructions; or (e) where the Customer uses any of the Goods after notifying the Supplier that it does not comply with clause 4.1.
4.6. Clauses 4.2 and 4.3 set out the Customer’s sole and exclusive remedies (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach by the Supplier of clause 4.1 (without prejudice to the Customer’s right to claim damages for such a breach provided there is no double recovery with any refund paid to the Customer in accordance with clause 4.3). Except as set out in this clause 4, the Supplier gives no warranty or undertaking and makes no representations in relation to the Goods, shall have no liability for their failure to comply with clause 4.1, and all warranties, terms and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979) whether express or implied by statute, common law or otherwise are excluded to the extent permitted by applicable law.
5. Risk and title
5.1. Risk in the Goods shall pass to the Customer on Delivery.
5.2 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
6. Price
6.1. The price (“Price”) payable by the Customer in respect of any Order for Goods are published by the Supplier on its website or as otherwise notified to the Customer.
6.2. The Prices are exclusive of VAT and delivery charges which shall be charged in addition at the Supplier’s standard rates.
6.3. The Customer shall pay any applicable VAT to the Supplier subject to receipt of a valid VAT invoice.
7. Payment
7.1. The Customer shall pay all invoices in full and in cleared funds at the time of the Order, unless otherwise agreed between the parties
8. Limitation of liability
8.1. The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 8.
8.2. Subject to clause 8.3: (a) neither party shall be liable for any consequential, indirect or special loss; and (b) neither party shall be liable for any loss of profits (whether direct or indirect).
8.3. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be excluded or limited in any way in respect of the following: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable law.
9. Entire agreement
9.1. This Agreement and constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
10. Force majeure
Neither party shall have any liability for any failure or delay in performance of this Agreement to the extent the same results from Force Majeure. The party affected by such Force Majeure shall promptly notify the other party in writing when such Force Majeure causes a delay or failure in performance and when it ceases to do so. If such Force Majeure continues for a continuous period of more than three months, either party may terminate this Agreement by written notice to the other party.
11. Variation
No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.
12. Assignment
No party may assign, sub-contract or encumber any right or obligation under this Agreement, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either party may sub-contract its obligations to an affiliate provided it gives the other party prior written notice and provides details of the affiliate.
13. No partnership or agency
Nothing in this Agreement constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
14. Severance
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision (or remaining part provision) of this Agreement shall not be affected.
15. Waiver
No failure, delay or omission by either party to exercise any right, power or remedy shall operate as a waiver of it, nor shall any partial exercise preclude any future exercise of the same, or of some other right, power or remedy.
16. Third party rights
Except as expressly provided for in this Agreement, no-one other than a party to this Agreement shall have any right to enforce any of its provisions.
17. Governing law
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
18. Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims).
