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Last updated 17th June 2008
These Terms and Conditions of Purchase (The "Terms and Conditions") The Terms of Use and The Privacy Policy, together form the Agreement between You being an Authorised Person to bind Your Company (The "User/You") and "ETC" which is a trading name of Enhancement Technologies Corporation Plc ("ETC/We/Our/Us") and will apply when the User purchases goods (The "Goods") from ETC on this Website (The "Website") or insofar as they are applicable when the User purchases by other means. Please read the Terms and Conditions carefully and retain a copy of the Terms and Conditions for future reference.
This Website may only be used by business Users and not by private consumers. To the extent permitted by law, We accept no liability if this Website is accessed and used by a private individual or consumer.
ETC reserves the right to change these Terms and Conditions at any time. Any such change shall take effect when posted on the Website. It is the User's responsibility to read the Terms and Conditions prior to carrying out any purchases and the Users continued use shall signify acceptance to be bound by the latest Terms and Conditions.
For Your convenience, We have listed below some general information about Ourselves:
ETC is a trading name of Enhancement Technologies Corporation PLC whose registered address is James House, Warwick Road, Birmingham B11 2LE;
Company registration number is 01769690;
E-mail address is finance_enquiries@etc-dist.co.uk;
VAT registration number is 313651680;
Set out below is a summary of the steps which the User must follow in order to conclude a legally binding contract with ETC:
To make purchases of Goods, all Users (whether or not requesting a credit account) shall be required to complete the account registration form and create a User Account (the "User Account").
The User completing the form must be a person authorised to bind the User's Company.
The User must agree unconditionally to these Terms and Conditions and must indicate its acceptance by checking the appropriate box at the bottom of the User Account application page.
On successful registration, ETC shall issue a User name and password by email. This is a temporary password and the User must change this password.
If the User wishes to apply for a credit facility, the User should complete the credit facility application form to request a credit account (the "Credit Account").
The User completing the credit facility application form must be a person duly authorised by the company to purchase Goods on its behalf. In the case of a limited company, the form must be signed by a director of the company.
On completion of the credit application form, the form should be printed, signed and faxed to the number detailed on the form.
ETC shall endeavour to contact the User within 1-3 working days to request further information or notify the decision on the Users credit facility application form.
The application for and use of the Credit Account are subject to these Terms and Conditions. Acceptance of the User's credit application is subject to the status of the User and ETC reserves the right to refuse applications.
The User hereby consents to ETC using the Users details for the purposes of carrying out the appropriate / necessary credit and other such checks necessary to process the credit facility application.
If successful, ETC shall notify the Key Account Holder by email of the Credit Account's credit limit, (the "Credit Limit") such limit shall be set at ETC's sole discretion and ETC shall not have to account to the User for refusals or the Credit Limit set.
Orders for Goods made via the Website ("Orders") shall be subject to these Terms and Conditions together with the terms of use of the website the availability of the Goods and the receipt of valid Payment.
The User must have created a User Account and, if purchasing by credit here, a Credit Account, prior to going to the "Check Out Page". The User will be prevented from entering the "Check Out Page" and completing the purchase if the User has not logged in using a valid User name and password.
Payment for Orders can be made in the following ways ("Payment"):
(i) Available Credit on the Credit Account (see the Credit Account Terms) and
(ii) Accepted credit / debit cards as advised on the Website (see the Credit /Debit card terms).
The acceptance of the Payment method, including the provision of credit, is at ETC's sole discretion. ETC may remove the access to any of the Payment methods at any time at ETC's sole discretion and without notice.
The 'confirmation' stage sets out the final details of Your Order. Following this, We will send to You an Order acknowledgement email detailing the Goods You have ordered. Please note that this email is not an Order confirmation or Order acceptance from ETC.
Acceptance of Your Order and the completion of the contract between You and Us will take place on despatch to You of the Goods Ordered, unless We have notified You that We do not accept Your Order.
It is mandatory for all Users to input a valid purchase order number of the User's company ("PO"), where indicated on the ‘checkout' screen. ETC reserves the right at any time on giving reasonable written notice, to request a faxed copy of the PO for the Order. The PO number of the faxed PO must match the PO number provided for the Order and the PO must be signed.
1.1 ETC reserves the right to refuse the registration of a User Account and to terminate the User Account at any time, without notice and without liability to ETC.
1.2 The User is responsible for maintaining the confidentiality of the User's Account, the password, the hint and to prevent unauthorised access to the User's Account. The User agrees to accept responsibility for all activities that occur via the User's Account.
1.3 The User shall take all necessary steps to ensure that details of the User's Account including the account number are kept confidential and secure and will inform ETC in writing immediately if it has any reason to believe that the User Account is, or is likely to be, used in an unauthorised manner.
1.4 The User shall ensure that the details provided are correct and complete and inform ETC immediately of any changes to the information provided when registering.
2.1 Where ETC has offered the user a credit account, orders may be made amount of credit available Credit, at the time of the Order. For the avoidance of doubt, the amount of credit used shall be a total of all invoiced Orders and any Orders made which have not been invoiced. The User may not exceed the Credit Limit.
2.2 ETC reserves the right to refuse the registration of a Credit Account and to terminate the Credit Account or vary the Credit Limit at any time, without notice and without liability to the User.
2.3 The Key Account Holder shall provide ETC with details of authorised locations for delivery (the "Locations"). ETC shall only deliver Goods to the Locations.
2.4 The Key Account holder, if applicable, shall notify ETC of any additional authorised account holders ("Additional Users"), via the "My Account" tab. The Key Account Holder shall be responsible for ensuring that the Additional Key Users are authorised to bind the User. ETC accepts no liability for Orders made by unauthorised persons. The Key Account Holder shall be responsible for the maintenance of the Additional Users list.
2.5 The Key Account Holder may request via the "My Account" tab, the addition or substitution of the Locations, Additional Users and an application to increase or decrease the Credit Limit. On receipt of the request, ETC shall, within a reasonable period of time, notify the Key Account Holder of its acceptance of such change. ETC's acceptance of such requests is subject to status and at ETC's sole discretion.
2.6 Subject to any credit terms agreed, the User shall pay for Goods no later than 30 days following the date of ETC's invoice.
2.7 If any Payments are overdue the User will be placed on credit hold and no further Goods will be delivered or made available to the User until all Payments due to ETC under these Terms and Conditions have been paid. Repeated failure by the User to comply with ETC's Payment terms will result in permanent withdrawal of credit facilities.
2.8 If Payment is not received by the relevant due date ETC reserves the right to charge interest on
such sum on a day to day basis (after as well as before any judgment) from the date or last date for Payment thereof to the date of actual Payment (both dates inclusive) at the rate of four percent (4%) per annum over Barclays Bank plc base rate (or such other London Clearing Bank as ETC may nominate) from time to time in force. Such interest shall be paid on demand
2.9 Where credit terms are not granted the user shall pay for Goods on a cash with order basis in which case at least three (3) working days should be allowed for payment to be credited to ETC's account. ETC reserves the right not to release any Goods or provide any services until all such payments are cleared.
2.10 Where credit terms are granted no amendments will be effective unless made in writing by the Credit Manager or Financial controller. Purported amendments by telephone will not be effective
3.1 Credit and debit card Payments are authorised at the point of Order, and are taken at the point of dispatch of Goods.
3.2 The User confirms that it has the authority to use the credit / debit card being used on behalf of the User's company.
3.3 All Payments made via credit / debit cards are subject to validation checks and authorisation by the card issuer. The User hereby consents to the use of the Users details for such purposes.
3.4 ETC is not responsible for the card issuer or bank charging the User as a result of ETC processing the Payment.
3.5 The Delivery address for all credit card Orders will be the Statement address of the card holder. Such addresses are subject to checks and ETC reserves the right to refuse to deliver to any address and cancel the Order at its sole discretion.
4.1 Goods are subject to availability. In the event that We are unable to supply the Goods, ETC shall use its reasonable endeavours to inform the User of this and, reschedule the delivery date, supply alternative Goods, cancel the Order and if appropriate provide a refund, as agreed between the parties.
4.2 All prices are in UK pounds sterling and Payments shall be made in sterling unless otherwise specifically agreed. All prices for the Goods do not include VAT (where applicable) and delivery charges. The User is responsible for the Payment of such charges.
4.3 All Payments to be made by the User to ETC shall be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature, unless the User is required by law to make any such deduction or withholding.
4.4 Whilst ETC tries to ensure that all prices are accurate, errors may occur. ETC reserves the right to cancel or refuse Orders for Goods, which are discovered to contain incorrect details. ETC shall refund the User if such Goods have been paid for.
4.5 The pricing offered by ETC over the web shall apply solely to Orders made through this website under these Terms and Conditions
4.6 All prices quoted on the website are final. No amendment will be made after orders are accepted as a result of price changes made by ETC after the date and time of the order being placed or for any other reason.
5.1 ETC shall only deliver the Goods to Users in the UK.
5.2 Delivery Charges shall be specified when Ordering. Any timescales stated shall be estimates only and ETC shall have no liability for any delay or failure to deliver the Goods within any stated timescales. For the avoidance of doubt, time shall not be of the essence in relation to delivery.
5.3 ETC will not decrease the price of any Goods after acceptance of the order. For the avoidance of doubt ETC will not offer Price protection.
5.4 Risk of loss and damage of Goods shall pass to the User from the time of delivery or on the date of first attempted delivery by ETC. A signed delivery note shall be satisfactory proof that delivery has taken place.
5.5 Ownership and title in the Goods shall pass to the User on delivery of the goods, subject to ETC having processed and received Payment in full (together with any interest and VAT thereon) in relation to the Goods. If not (and in the case of purchase made by credit) then ownership and title shall pass on receipt of Payment in full for such Goods and all other sums outstanding.
5.6 Until such time as title to and ownership in the Goods passes to the User, the Goods shall be stored at the Users premises at the User's risk. The User shall return the Goods to ETC on demand. If the User fails to return any Goods on demand, ETC shall be entitled with or without notice, without incurring any liability to the User, to enter the User's premises for the purpose of taking possession of the Goods. The User shall fully indemnify ETC in respect of all ETC's costs (including legal costs) in connection with such removal.
5.7 ETC may make partial deliveries of the Goods by instalments and notwithstanding such delivery by instalments the full purchase price will be payable on Order of the Goods. If the User requests part delivery each delivery shall be treated as a separate Order and, unless otherwise agreed between the parties, shall incur separate delivery charges.
5.8 It is the User's responsibility to ensure that someone is available to receive the Goods at the delivery address. The User may be liable to pay for the additional charges of redelivering the Goods if ETC is unable to deliver the Goods.
5.9 Claims for non-delivery or where delivery is not in accordance with the Terms and Conditions will only be accepted if notified in writing to ETC within 2 working days of delivery or within 2 working days receipt of the invoice in case of non-delivery.
5.10 In the case of non-delivery any collection made by the User's nominated representative at the User's request will be at the risk of the User. ETC cannot accept responsibility for fraudulent collection of Goods from a carriers depot.
6.1 The User cannot cancel an Order or return Goods once accepted save as set out in 4.1 or otherwise agreed.
6.2 Where Goods are delivered to the User, the User must inspect the Goods immediately upon their arrival to check whether:-
6.2.1 the Goods have been damaged in transit; and
6.2.2 the Goods are those, and in the quantity, specified in the Order.
6.3 The User will be deemed to have accepted Goods as being in accordance with the Contract unless the User notifies ETC in writing of any defect in materials or workmanship or failure to comply with specifications or other data supplied by you or any other failure of the Goods which would be apparent on reasonable inspection of the Goods within two (2) working days from the date of delivery of the Goods.
6.4 In the event of a valid claim by the User under Clause 6.3, ETC shall upon return of the defective Goods at its option replace the relevant Goods or arrange for repair of the Goods within a reasonable time at no cost to the User but otherwise shall have no liability for such non-compliance.
6.5 Except as provided herein, the User shall not be entitled to return any Product or cancel any Orders which ETC has accepted without ETC's prior written agreement and any such cancellation or return shall be subject to the Product returned being :-
(1) accompanied by a reference to a returns note number issued by ETC
(2) in "mint" condition, defined as being the condition that they were in at the time and point of delivery to the User i.e. the packaging must be clean and with seals unbroken.
(3) complete with all original packing including manuals cables and disks
(4) being a stock item as defined by ETC.
Goods, which are returned but do not meet these conditions for acceptance will be refused, will be returned to the User and the invoice must be paid in full.
6.6 ETC may at it's sole discretion accept goods for return and may charge a restocking fee of £35 or 10% of the current product cost if greater
6.7 Any goods accepted for return at the discretion of ETC must be returned at the User's risk within 10 days of the date of confirmation of such acceptance or the acceptance will lapse
6.8 ETC shall not accept any return for goods bought specifically to meet the end users order, or configured to meet a customer's specific requirements or for any goods originally invoiced more than 30 days prior to the date of any return request
7.1 Any Goods failing within the specified period of either ETC's invoice to the User or the User's invoice to their Customer shall be returned to ETC within 10 days of the date of advising the failure to ETC following the current returns procedures for full credit to the User.
7.2 The specified period in 7.1 will be as per the manufacturers guidelines
7.3 Goods not returned within 10 days of notification will not be accepted and no credit will be issued
7.4 All goods must be returned with their original packaging including manuals cables and disks
7.5 Upon receipt the returned goods will be inspected and if they are not found to be faulty will be returned to the User with no credit note issued or further liability on behalf of ETC
7.6 On acceptance of the returned goods, a credit note will be issued by ETC to the User for 100% of the value originally invoiced less any applicable restocking fee
7.7 Unless otherwise agreed, this clause does not apply to Laptop computers with cracked or damaged screens.
8.1 To the extent that it is permitted to do so, ETC shall pass and / or assign to the User the benefit, subject to the burden, of any guarantee or warranty covering any defects in the Goods received by ETC under an agreement with the manufacturer or supplier of the Goods.
8.2 The warranty service (if any) will be that provided directly by the manufacturer or supplier (as the case may be) of the Goods to the User and ETC accepts no liability for such services. Any validation procedures relating to that warranty service are the responsibility of the User.
8.3 The warranty of the manufacturer or supplier is in lieu of all other terms or conditions whether express or implied concerning the quality or fitness for purpose of the purchased Goods and all such other terms, conditions, indemnities and warranties are hereby excluded to the fullest extent permitted by law.
8.4 If any services are provided by ETC, ETC warrants that the services will be carried out with reasonable care and skill and by suitably trained and qualified persons
9.1 Nothing in these Terms and Conditions limit or exclude the parties' liability:
9.1.1 for death or personal injury caused by the negligence of the parties;
9.1.2 for fraudulent misrepresentation; and
9.1.3 to the extent not permitted by law.
9.2 Subject to 9.1, ETC will have no liability to the User in contract or tort (including without limitation negligence) under or in connection with these Terms and Conditions in respect of:
9.2.1 loss of profit, loss of business, loss of revenue, loss of contract, loss of goodwill, loss of anticipated earnings on savings (whether direct, indirect or consequential); or
9.2.2 loss of use or value of any data or equipment including software, wasted management, operation or other time (whether direct, indirect or consequential) or;
9.2.3 any indirect or consequential loss
howsoever arising.
9.3 Subject to sections 9.1 (for which there shall be no liability) and 9.2, ETC's total liability (whether in contract, tort or otherwise) for loss or damage shall in any event be limited to the amount paid or payable by the User for the Goods in respect of one incident or series of incidents, or the sum of £100,000 whichever is the lesser amount.
9.4 ETC shall take all reasonable precautions to keep your Payment details secure, however, ETC accepts no liability, save for where the loss or disclosure caused by ETC's negligence, for any losses caused as a result of unauthorised access to information provided by the User.
9.5 The images of the Goods on the Site are correct to the best of Our knowledge at the time of going to press however the Goods the User Orders may differ in appearance, colour, specification etc. Whilst every effort is made to ensure that the information provided on the Site (including any descriptions, specification or image) and in the quotation is accurate, ETC does not accept liability for errors and omissions in the information stated on the Site or for any administration or errors in dealing with the Order. If ETC finds such an error in relation to the Goods Ordered, ETC will use their reasonable endeavours to contact the User and give User the option of reconfirming or cancelling the Order at the amended price or if ETC is unable to contact the User it shall treat the Order as cancelled and if applicable we shall refund all Payments made.
9.6 Any advice or recommendations given to the User by ETC or its employees or agents as to storage, application, use or preference of the goods which is not confirmed in writing by ETC, is followed or acted upon entirely at the User's own risk and accordingly ETC shall not be liable for any such advice or recommendation which is not so confirmed.
10.1 The Website and the Intellectual Property Rights contained therein (including all text, graphics, images and other information) is owned by ETC and / or its licensors.
10.2 The User understands and agrees that the material and content contained as part of the Website is made available for the Users non commercial use only and the User agrees not to (and further agrees not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or quote derivative works of materials and content which forms part of the Site without ETC's prior written consent.
10.3 All Intellectual Property Rights in or relation to the Goods (including any manuals and operating documentation relating thereto) or in any materials (including Software) created by ETC during the course of providing the Services shall vest in ETC or its suppliers as the case may be and the User shall have no title to or interest in any such Intellectual Property Rights except to the extent specifically agreed by ETC.
10.4 The User will notify ETC immediately if it becomes aware of any illegal or unauthorised use of any of the Goods or any of the Intellectual Property Rights in the Goods and will assist ETC and/or its suppliers in taking all steps necessary to defend the owners' rights.
10.5 The User undertakes to ensure that any Software which is sold to end-users or any other third party will be accompanied by any Licence Agreement (whether shrink-wrap or otherwise) relating to that Software and any other documentation which ETC or ETC's suppliers may require.
10.6 Unless specifically authorised under a Licence Agreement, the User undertakes that it shall not (and that it shall not employ nor permit any third party) attempt to copy, adapt, amend, disassemble, de-compile or reverse engineer Software or any part thereof except to the extent allowed by English law.
11.1 The User may not assign or sub-contract any of its rights or obligations under these Terms and Conditions or any related Order for Goods to any third party unless agreed upon in writing by ETC.
11.2 If any condition or part of these Terms and Conditions is found to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from these Terms and Conditions and this will not affect any other provisions of these Terms and Conditions which will remain in full force and effect.
11.3 Neither party shall be responsible for any event which is outside Our reasonable control nor for any consequential loss arising from such an event.
11.4 These Terms and Conditions do not create or confer any rights or benefits enforceable by any person that is not a party (within the meaning of the Contracts (Rights of Third Parties) Act 1999).
11.5 No delay or failure by ETC to exercise any powers, rights or remedies under these Terms and Conditions will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing and signed by an authorised representative of ETC.
11.6 These Terms and Conditions contain all the terms which ETC and the User have agreed in relation to the Goods and supersedes any prior written or oral agreements, representations or understandings. The User acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ETC, which is not set out in these Terms and Conditions.
11.7 These Terms and Conditions shall be governed and construed in accordance with English Law. Disputes arising in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the English courts.
11.8 No waiver of or amendment to these terms and conditions shall be effective unless made in writing and signed by a director of ETC. Purported amendments by email or telephone will not be effective.
11.9 Any terms and conditions appearing in any Order or other document whatsoever issued by the User shall be void and of no effect and these terms and conditions shall override any previous agreements relating to the provision of Goods or Services between the parties.
12.1 ETC are not able to offer Vendor Special Purchasing to Users purchasing through this website.
12.2 Where the User places an Order with ETC other than via this website ETC may at its own discretion choose to offer Vendor Special Pricing the following conditions apply:-
12.2.1 Where the Purchase Order quotes a Vendor Special Pricing and the price quoted is after the Special Pricing discount has been applied, the price to be paid by the User will initially be the price on the accepted purchase order but may be increased to the price before the Special Pricing discount at ETC's Discretion if the manufacturer does not accept the Special Pricing claim as a result of any non compliance by the User with any of the Special Pricing Terms and Conditions governing the Special Pricing
12.2.2 Where the price is increased under clause 12.2.1 above, the User will pay the additional amount together with any Value Added Tax applicable to ETC within 14 days of receipt of an invoice for the additional amount
12.2.3 ETC may supply goods priced under the Vendor's Special Pricing Terms and Conditions on the condition that the User
a) obtains and familiarises themselves with a copy of the current Special Pricing Terms and Conditions
b) complies with the Special Pricing Terms and Conditions in all respects
c) obtains and quotes an authorised Special Pricing reference on their purchase order
d) cooperates fully with any audit or End User Verification process undertaken by or on behalf of the Vendor
e) provides all documentation either detailed in the Special Pricing Terms and Conditions or reasonably requested by the Vendor as part of an audit or End User Verification process, either to the Vendor directly or to any nominated representative within the timescales set out in the Terms and Conditions
12.2.4 The User agrees to fully indemnify ETC against any costs arising from an audit or End User Verification process into goods purchased by the User under Vendor Special Pricing, where the vendor determines that the Special Pricing claim is not valid or that the User has not complied fully with the Special Pricing Terms and Conditions governing the Vendor Special Pricing. Such costs to include the value of the Special Pricing rebate and cost of an associated audit or End User Verification Process
12.2.5 ETC recognises the sensitive nature of the information which may be required by the Vendor as part of their audits or End User Verification Processes and undertakes to
a) keep any such information which is passed to ETC confidential to ETC and to those employees of ETC who need to have access to it for the purposes of the vendor audit or End User Verification
b) return or dispose of any such information upon request by the User
c) pass the information to the Vendor only upon request as part of their Audit or End User Verification procedures
13.1 Where the User requires ETC to carry out any configuration or installation services as defined in clause 1.1 herein either for the User and /or the end-user ETC shall do so as sub-contractor to the User and this agreement and the terms contained herein shall constitute the sub-contract.
13.2 ETC will use all reasonable endeavours to provide the Services in accordance with the terms of the Contract and will ensure that the Services will be provided with all reasonable care and skill and by suitably trained and qualified persons.
13.3 If the Services are to be provided according to a timetable("the Timetable") ETC shall use all reasonable endeavours to adhere to the timetable in providing the Services but, save as stated herein, time shall not be of the essence in the provision of the Services.
14.1 Without prejudice to any other rights or remedies ETC might have against the User ETC may terminate a Contract or suspend the performance of its obligations under a Contract forthwith by notice in writing to the User if:-
(a) the User defaults in making payment for any of the Goods or Services supplied by ETC within seven days of its due date; or
(b) the User defaults in any of its obligations under these terms or a Contract; or
(c) the User makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Defaulting Party; or
(d) the User is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 be unable to pay his debts or any steps are taken to wind up the User, or an administrator, administrative receiver or receiver is appointed over the User's business or any part of its assets.
14.2 Upon termination of a Contract under clause 12.1, ETC shall have the right, without prejudice to any other right or remedy available, to enter the User's premises and repossess the Product or any of them and shall have the right to dismantle any machinery, product, item or equipment into which the Product or any of them have been incorporated and the User shall be responsible for all ETC's costs and expenses in connection with so doing.
15.1 Each party shall treat as confidential all information obtained from the other which is specifically designated as confidential or proprietary and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same) without the other party's prior written consent.
15.2 This clause shall not extend to any information which was rightfully in the possession of a party prior to the commencement of the negotiations leading to a Contract, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of the clause) or which is trivial or obvious.
15.3 Each party shall ensure that its employees are aware of and comply with the provisions of this clause.
15.4 This clause shall apply for a period of 2 years following any termination of this contract
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