Terms & Conditions (Goods)
1. APPLICABILITY
1.1. These terms and conditions (“Terms”) apply to the online purchase of goods via the website www.troudigital.com (“Website”) by clients (“Client”, “you”, “your” and “yours”). The goods are offered and supplied by Neo Media Signage Limited trading as TrouDigital (“TrouDigital” and “we”, “us” and “our”). It is important to read and understand these Terms before you make a purchase.
1.2. TrouDigital offers hardware products which can be used in conjunction with our digital signage solution, such as players and displays (“Goods”). TrouDigital only offers Goods to business clients, not consumers. Therefore, when you purchase our Goods, you warrant that you are acting for business purposes and that you are not acting for purposes that are wholly or mainly outside your trade, business, craft or profession.
1.3. At the moment, we only offer our Goods for sale to Clients based in the United Kingdom. We do not deliver Goods to addresses outside the United Kingdom.
1.4. When you place an order, you agree to be bound by these Terms, which are part of the Agreement. If you do not agree to any of the provisions of these Terms, you should not place an order.
1.5. These Terms may be complemented with other documents, addendums or specific terms. Such documents, addendums or specific terms, together with these general Terms, form your agreement with us (“Agreement”).
1.6. Any terms and conditions or similar documents of the Client shall expressly not be applicable. No other terms are implied by trade, custom, practice or course of dealing.
2. ORDERING PROCESS
2.1. To buy Goods you have to follow the online process prompted on our Website. An order placed by you is an offer by you to buy the specified Goods subject to these Terms. Please check your order carefully before you confirm it. You are responsible for ensuring that your order is complete and accurate.
2.2. After you place an order, you will receive an email from us acknowledging that we have received it. This e-mail indicates our acceptance of your order which means that a legally binding Agreement, containing these Terms, comes into existence.
2.3. When we ship the Goods you ordered, you will receive another email acknowledging that your order is completed.
2.4. Should we be unable to supply you with the Goods for any reason, we will inform you of this by email and we will not be obliged to complete your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
3. GOODS
3.1. Any images or other graphic representations of the Goods on our Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your device’s display of the colours accurately reflect the colour of the Goods. The look and colour of your Goods may vary slightly from those images.
3.2. The packaging of your Goods may vary from that shown on images on our Website.
4. DELIVERY, TRANSFER OF RISK AND TITLE
4.1. After we have acknowledged your order, we will contact you with an estimated delivery date as soon as possible. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 8 for our responsibilities when this happens.
4.2. Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
4.3. You own the Goods once we have received payment in full, including of all applicable charges.
4.4. If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
5. PRICES AND PAYMENT
5.1. The prices of the Goods will be as quoted on our Website at the time you place your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was uploaded to our Website. However, please see clause 5.5 for what happens if we discover an error in the price of Goods you ordered.
5.2. Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
5.3. The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
5.4. The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order.
5.5. Despite our reasonable efforts, it is possible that the price of Goods on our Website is incorrect. We will normally check prices as part of our dispatch procedures so that:
(a) where the Goods’ correct price is less than the price stated on our Website, we will charge the lower amount when dispatching the Goods to you; and
(b) if the Goods’ correct price is higher than the price stated on our Website, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly 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 cancel supply of the Goods and refund you any sums you have paid.
5.6. You can pay for the Goods using one of the payment methods made available to you during the order process.
5.7. Payment for the Goods and any applicable charges must be made in advance.
6. WARRANTIES
6.1. The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
6.2. We provide a warranty that on delivery and for a period of 24 months from delivery, the Goods shall:
(a) subject to clause 3, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
6.3. Subject to clause 6.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.2; and
(b) we are given a reasonable opportunity of examining the Goods; and
(c) if we ask you to do so, you return the Goods to us at our cost,
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.4. We will not be liable for breach of the warranty set out in clause 6.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 6.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.5. We will only be liable to you for the Goods’ failure to comply with the warranty set out in clause 6.2 to the extent set out in this clause 6.
6.6. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.
6.7. These Terms also apply to any repaired or replacement Goods supplied by us to you.
7. LIMITATION OF LIABILITY
7.1. References to liability in this clause include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
7.2. We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
7.3. Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
7.4. Subject to clause 7.3, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss or corruption of data, information or software; or
(c) loss of business opportunity; or
(d) loss of anticipated savings; or
(e) loss of goodwill; or
(f) any indirect or consequential loss.
7.5. Subject to clause 7.3, our total liability to you for all losses arising under or in connection with the Agreement will in no circumstances exceed the price you paid for the Goods.
7.6. We are not liable to you for any issues, damages, losses and expenses resulting from the activities undertaken by third parties in relation to the Goods, such as, but not limited to, installation services and repair services provided by third parties.
7.7. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
8. EVENTS OUTSIDE OUR CONTROL
8.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
8.2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
8.3. You may cancel the Agreement affected by an Event Outside Our Control which has continued for more than 15 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges. Please note that we can only accept returned Goods in the same condition as they were delivered to you. We cannot accept Goods that have been damaged, modified or altered in any way. If we discover that returned Goods do not have the same condition as they were delivered to you, you are liable for any costs we reasonable have to incur to bring them back in the original condition, or the full price of the Goods if – at our sole discretion – we determine we cannot re-use the Goods. We are entitled to deduct any such costs from the amount we owe you as a refund.
9. PERSONAL INFORMATION
9.1. We will collect and process certain information from you which may be considered personal information. Please refer to our Privacy Policy for more information on how we treat such personal information.
10. VARIATION
10.1. No variation of this Agreement shall be effective unless it is in writing and signed by you and us.
11. SEVERANCE
11.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
11.2. If any provision or part-provision of this Agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12. WAIVER
12.1. If we do not insist that you perform any of your obligations under the Agreement, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
13. THIRD-PARTY RIGHTS
13.1. This Agreement is between you and us. A person or entity who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
14. ENTIRE AGREEMENT
14.1. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
14.2. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.
14.3. Nothing in the Agreement shall limit or exclude any liability for fraud.
15. NOTICES
15.1. Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at the address set out in the order (if to the Client) or at the below address (if to TrouDigital), or such other address as may have been notified by that party for such purposes.
TrouDigital,
1st Floor North, Kenneth Dibben House
Enterprise Road
Southampton Science Park
Southampton
SO16 7NS
United Kingdom
15.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
16. JURISDICTION AND GOVERNING LAW
16.1. 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.
16.2. 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 Agreement or its subject matter or formation (including non-contractual disputes or claims).
