1. Definitions and Interpretation
1.1 In this Agreement, the following words and phrases shall have the following meanings:
Agreement: means the Order along with these Terms and Conditions and any other documents incorporated by reference.
Business Day: means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: means the fees and charges payable for the Products and their delivery.
Confidential Information: means all confidential information relating to this Agreement and all material and information of a proprietary nature (including proprietary to either party or their respective (irrespective of the form of presentation or communication) that a party directly or indirectly discloses or makes available, which may include, but not be limited, to the following: (i) any electronic information, specifications, technical information, know-how and procedures contained or revealed in any of the foregoing, and other related information or materials of any type whatsoever (tangible or intangible, machine or human readable); (ii) confidential financial and strategic information, including the terms and existence of this Agreement, future marketing plans, business plans, business requirements, and business projections and certain confidential data (including marketing and contact database information), data flow models, product definitions, project scope, trade secrets, pricing, methods of operation and related documentation and/or information; and (iii) any other information that is identified as being of a confidential nature, or which the parties would reasonably expect to be kept confidential.
Consumer: means a person who is not purchasing Products in the course of their business.
Customer: means the entity identified as such in the Order.
Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.
Force Majeure Event: means an event, circumstance or cause beyond a party’s reasonable control.
Insolvency Event: means, in respect of a party, when that party ceases or threatens to cease to trade (in whole or part), becomes insolvent, is unable to pay its debts as they fall due, has a receiver, administrative receiver, administrator appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, or becomes the subject of an order or resolution for dissolution or liquidation (other than for the purpose of solvent amalgamation of reconstruction).
Order: means the order approved by the Customer and by Schiltron in writing based on the quote prepared by Schiltron in accordance with clause 2.
Product: means any of the goods offered for sale by Schiltron from time to time, as set out on the Website, that are the subject of an Order from the Customer.
Schiltron: means Schiltron IO Limited, a company registered in England with company number 15118288 and its registered office at 2nd Floor Heathmans House, 19 Heathmans Road, London, England, SW6 4TJ.
Terms and Conditions: means these Schiltron Terms and Conditions as updated and amended from time to time.
Warranty: has the meaning given in clause 6.1.
Warranty Period: has the meaning given in clause 6.1.
Website: means the Schiltron website, available at www.schiltron-io.com as may be updated or amended from time to time.
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement;
1.2.2 words in the singular shall include the plural and in the plural shall include the singular;
1.2.3 a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality);
1.2.4 a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 a reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision;
1.2.6 a reference to writing or written includes faxes and e-mail; and
1.2.7 the words other, includes, including, for example and in particular do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.
2. Formation of contract
2.1 Schiltron will provide the Customer with a draft quote based on the Customer’s requirements. The Customer shall be responsible for requesting any necessary amendments to the quote, ensuring the quote is accurate and complete, and for formally approving the quote in writing (which may be by email with reference to the specific quote or by a digital signature of the quote). By formally approving the quote in writing the Customer agrees to be bound by and comply with these Terms and Conditions.
2.2 The Customer shall provide a purchase order or order reference along with its written acceptance of the quote.
2.3 A quote for the Products given by Schiltron shall not constitute an offer. Each quote shall only be valid for a period of 20 Business Days from its date of issue. The approval of the quote by the Customer in accordance with clause 2.1 above shall constitute the Customer’s Order, and an offer to form a contract, and Schiltron’s subsequent written confirmation of the Customer’s Order shall constitute acceptance, at which point and on which date the Agreement shall come into existence.
2.4 Subject to any variation under clause 13.2, these Terms and Conditions form part of the Agreement to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document), or which are implied by law, trade custom, practice or course of dealing.
3. Delivery
3.1 When placing an Order, the Customer shall specify its preferred delivery method and, if applicable, Schiltron shall include the estimated Charges for such delivery in the quote.
3.2 If the Customer is outside the UK the following delivery options are available:
3.2.1 Ex-works: the Customer shall arrange the collection and shipping of the Products at its own cost, and the “Delivery Location” shall be the collection location;
3.2.2 Delivery At Place of destination (“DAP”): shipping and delivery is arranged by Schiltron but the Customer is responsible for arranging and payment of any customs duties and taxes; and
3.2.3 Delivery Duty Paid (“DDP”): includes shipping and any customs duties and taxes arranged by Schiltron.
3.3 For DAP and DDP the “Delivery Location” shall be the delivery address agreed in the Order.
3.4 Schiltron shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Schiltron reference or purchase order numbers, the type and quantity of the Products (including the code number of the Products, where applicable) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
3.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Schiltron shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide Schiltron with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
3.6 If the Products are lost or damaged in transit prior to their arrival at the Delivery Location, the Customer shall notify Schiltron within 14 days and Schiltron shall be responsible for liaising with the delivery provider and for repairing or replacing the Products where necessary.
3.7 If any Products are missing or incorrect as compared to the Order, the Customer shall notify Schiltron within 7 days and Schiltron shall replace such missing or incorrect products at no additional cost to the Customer. Schiltron shall have no responsibility or liability if the Customer Ordered the incorrect Products.
3.8 Schiltron may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
3.9 If the Customer fails to take or accept delivery of the Products within three Business Days of Schiltron notifying the Customer that the Products are ready, or where a delivery attempt has been made, then, except where such failure or delay is caused by a Force Majeure Event or Schiltron’s failure to comply with its obligations under the Agreement in respect of the Products:
3.9.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Schiltron notified the Customer that the Products were ready; and
3.9.2 Schiltron, or the logistics company used, shall store the Products until actual delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
3.10 Further information on delivery and returns is available on the Website.
4. Charges and Payment
4.1 Unless otherwise specified in the Order, all Charges shall be invoiced and payable in GBP, shall be exclusive of VAT (or equivalent), taxes and duties, and the Charges for the Products shall not include any delivery or shipping costs, which will be set out separately.
4.2 The payment terms shall be as set out in the Order, and unless otherwise set out in the Order:
4.2.1 for a Customer’s first Order, full payment will be required in advance of delivery;
4.2.2 if the Customer has a credit account, payment will be required within thirty (30) days of the date of the invoice;
4.2.3 any Orders with a value of less than £1500 shall be payable by credit card; and
4.2.4 credit card payments will incur an additional processing fee of 3.25% for US and non-EU or EEA payment cards and, unless the Customer is a Consumer (in which case no processing fee shall apply), 2.5% for UK, EU or EEA payment cards.
4.3 If Schiltron is unable to collect any payment or the Customer does not make payment in accordance with the payment terms, Schiltron may charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay Schiltron the interest together with any overdue amount. Schiltron also reserve the right to charge the customer any legal or fees incurred in relation to the collection of any overdue amounts.
4.4 If the Customer is a Consumer, the Customer may return the Product(s) for any reason and receive a full refund, unless such Products have been personalised or made to specification. The Customer must inform Schiltron within 14 days of the date of delivery in order to exercise this right, and must return the Products to Schiltron at its own cost and risk. Schiltron may reduce or refuse the refund if the Product is damaged or modified in any way on receipt.
5. Title and Risk
5.1 The risk in the Products shall pass to the Customer once the Products have arrived at the Delivery Location.
5.2 Title to the Products shall not pass to the Customer until Schiltron receives payment in full (in cash or cleared funds) for the Products.
5.3 Until title to the Products has passed to the Customer, if the Products are in the Customer’s control or possession the Customer shall:
5.3.1 store the Products separately from all other goods held by the Customer so that they remain readily identifiable as Schiltron’s property;
5.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
5.3.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.3.4 notify Schiltron immediately if it becomes subject to an Insolvency Event; and
5.3.5 give Schiltron such information as Schiltron may reasonably require from time to time relating to the Products and the ongoing financial position of the Customer.
6. Warranties
6.1 Schiltron warrants that on delivery, and for a period of 12 months from the date of delivery (the “Warranty Period”), the Products shall:
6.1.1 conform in all material respects with their description;
6.1.2 be free from material defects in design, material and workmanship; and
6.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
6.1.4 be fit for any purpose held out by Schiltron,
(the “Warranty”).
6.2 Subject to clause 6.3, if:
6.2.1 the Customer gives notice in writing to Schiltron during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the Warranty, such notice to be sent directly to Schiltron and contain details of the fault or issue, the Product serial number(s), delivery dates and Order number;
6.2.2 Schiltron is given a reasonable opportunity of examining such Product(s); and
6.2.3 the Customer (if asked to do so by Schiltron) returns such Product(s) to Schiltron’s place of business at Schiltron’s cost,
Schiltron shall, at the Customer’s option, repair or replace the defective Product(s), or refund the price of the defective Product(s) in full.
6.3 Schiltron shall not be liable for any Product’s failure to comply with the Warranty if:
6.3.1 the Customer makes any further use of such Products after giving notice in accordance with clause 6.2;
6.3.2 the defect arises because the Customer failed to follow Schiltron’s oral or written instructions as to the storage, modification, use or maintenance of the Products or (if there are none) good trade practice regarding the same;
6.3.3 the defect arises as a result of Schiltron following any specification supplied by the Customer;
6.3.4 the Customer alters or repairs such Products without the written consent of Schiltron;
6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.3.6 the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
6.4 Except as provided in this clause 6, Schiltron shall have no liability to the Customer in respect of the Products’ failure to comply with the Warranty.
7. Confidentiality
7.1 Each party (the “receiving party”) undertakes that for the duration of this Agreement and thereafter it shall keep confidential and (except for the purposes of this Agreement) shall not use or disclose (without the prior written consent of the other party) to any third party any Confidential Information of the other party (the “disclosing party”) which may become known to it in connection with this Agreement.
7.2 The obligations in clause 7.1 shall not prohibit disclosure of the disclosing party’s Confidential Information to:
7.2.1 any body or person having a statutory or regulatory right to request and receive that information (including a regulator) provided that (to the extent not prohibited by applicable law and regulatory requirements or order of court, government agency or regulatory body or stock exchange regulation) the receiving party gives the disclosing party as much notice of such requested or required disclosure as is possible and provides the disclosing party, at the disclosing party’s cost, with such assistance as the disclosing party may request to attempt to prevent or limit such disclosure;
7.2.2 the receiving party’s own employees, agents and permitted sub-contractors who need to know it for the purposes of this Agreement;
7.2.3 the receiving party’s auditors and professional advisors; and
7.2.4 any person to whom an assignment has been permitted under this Agreement,
provided that the receiving party makes the recipient aware that the information is confidential and that it owes a duty to the owner of it to keep it confidential. The receiving party shall be responsible for procuring that such person complies with the duty of confidentiality imposed by this Agreement as if they were a party to it except where the receiving party has been compelled by applicable law or regulatory requirement to make the disclosure.
7.3 Clause 7.1 does not apply to information which the receiving party can show by reference to documentary or other evidence:
7.3.1 was rightfully in its possession prior to disclosure to it by the other party;
7.3.2 is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 7);
7.3.3 is received from a third party who is not under an obligation of confidentiality in relation to the information; or
7.3.4 is developed independently without access to, or use or knowledge of, the Confidential Information.
7.4 The obligations in this clause 7 shall survive expiry or termination for any reason of this Agreement.
8. Data Protection
8.1 Each party acknowledges and agrees that in performing its obligations and exercising its rights pursuant to this Agreement, Schiltron may collect, process and store limited Customer personal data, including names, identity and contact details of key individuals (the “Personal Data”).
8.2 In relation to such Personal Data, Schiltron will:
8.2.1 be a data controller and comply with the obligations applicable to it as a data controller under applicable Data Protection Legislation; and
8.2.2 process such Personal Data solely in connection with this Agreement or otherwise in accordance with its privacy policy in place from time to time, available at www.schiltron-io.com/privacy
9. Anti-Bribery and Corruption
9.1 Each party shall:
9.1.1 comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption (the “Relevant Requirements”), including but not limited to the Bribery Act 2010 (the “BA 2010”);
9.1.2 not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;
9.1.3 have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
9.1.4 promptly report to the other party any request or demand for any undue financial or other advantage of any kind it receives in connection with the performance of this Agreement; and
9.1.5 immediately notify the other party in writing if a foreign public official becomes an officer or employee, and warrant that it has no foreign public officials as officers or employees at the date of this Agreement.
9.2 For the purpose of this clause 9, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
10. Limitation of Liability
10.1 Nothing in this Agreement shall limit Schiltron’s liability for:
10.1.1 death or personal injury caused by its negligence;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any other liability which cannot be limited or excluded by law.
10.2 If the Customer is a Consumer, Schiltron shall be responsible for losses suffered by the Customer unless such loss is:
10.2.1 unexpected;
10.2.2 caused by a Force Majeure Event;
10.2.3 avoidable; or
10.2.4 a business loss.
10.3 If the Customer is not a Consumer:
10.3.1 Subject to clauses 10.1 and 10.3, Schiltron shall have no liability to the Customer for any special, indirect or consequential loss; and
10.3.2 Subject to clauses 10.1, 10.3 and 10.3.1, Schiltron’s total liability to the Customer in respect of all loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the Charges paid or payable by the Customer as set out in the Order.
11. Termination
11.1 Without prejudice to its other rights or remedies, Schiltron may terminate this Agreement with immediate effect by giving written notice to the Customer if:
11.1.1 the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so;
11.1.2 the Customer suffers an insolvency Event; or
11.1.3 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
11.2 Without prejudice to its other rights or remedies, Schiltron may suspend provision of the Products under the Agreement or any other contract between the Customer and Schiltron if the Customer becomes subject to any of the events listed in clause 11.1.2 or 11.1.3, or Schiltron reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Agreement on the due date for payment.
11.3 Without prejudice to its other rights or remedies, Schiltron may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment.
11.4 On termination of the Agreement for any reason the Customer shall immediately pay to Schiltron all of Schiltron’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, Schiltron shall submit an invoice, which shall be payable by the Customer immediately on receipt.
11.5 Termination of the Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
11.6 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.
12. Force Majeure
12.1 Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Agreement by giving 14 days’ written notice to the affected party.
13. Miscellaneous
13.1 If the Customer has a complaint, wishes to raise a dispute or get in contact with Schiltron about any aspect of the Products or this Agreement it may do so by emailing contact@schiltron-io.com.
13.2 Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Notwithstanding this, Schiltron may update these Terms and Conditions from time to time and such updates shall be published on the Website.
13.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the 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.
13.4 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
13.5 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. 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.
13.6 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.7 Schiltron may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Agreement. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of Schiltron.
13.8 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.9 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.10 Any notice required to be given under this Agreement shall be in writing and shall be delivered by email, hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes. Notices sent via email shall be sent to contact@schiltron-io.com for notices to Schiltron and to the primary named contact(s) held on the account for notices to the Customer. A notice delivered by hand shall be deemed to have been received when delivered or, if delivery is not in business hours, at 9am on the first business day following delivery. A notice delivered by email shall be deemed to have been received when sent. 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.
13.11 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. 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).
