Terms and conditions

1. INTERPRETATION
1.1. In these Conditions:
“Buyer” means the person who accepts a quotation of HID-ONLINE for the sale of the Goods or whose order for the Goods is accepted by HID-ONLINE
“Goods” means the goods, including any part or instalment thereof and any software which HID-ONLINE is to supply in accordance with these conditions
“HID-ONLINE” means HID-Online, Chester, England
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and HID-ONLINE
“Contract” means the contract for the purchase and sale of the Goods
“Writing” Includes email, cable, facsimile transmission and comparable means of communication.
1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF THE SALE
2.1. HID-ONLINE shall sell and the Buyer shall purchase the Goods in accordance with any online costing or pricing of HID-ONLINE which is accepted by the Buyer, or any written order of the Buyer which is accepted by HID-ONLINE, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted, or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and HID-ONLINE.
2.3. HID-ONLINE's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by HID-ONLINE in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4. Any advice or recommendation given by HID-ONLINE or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by HID-ONLINE is followed or acted upon entirely at the Buyer's own risk, and accordingly HID-ONLINE shall not be liable for any such advice or recommendation which is not so confirmed.
2.5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by HID-ONLINE shall be subject to correction without any liability on the part of HID-ONLINE.

3. ORDERS AND SPECIFICATIONS
3.1. No order submitted by the Buyer shall be deemed to be accepted by HID-ONLINE unless and until confirmed in Writing by HID-ONLINE's authorised sales office, subject always to such acceptance being on and subject to these Conditions.
3.2. The Buyer shall be responsible to HID-ONLINE for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving HID-ONLINE any necessary information relating to the Goods within a sufficient time to enable HID-ONLINE to perform the Contract in accordance with its terms.
3.3. The quantity, quality and description of and any specification for the Goods shall be those set out in HID-ONLINE's website (if accepted by the Buyer) or the Buyer's order (if accepted by HID-ONLINE).
3.4. If the Goods are to be manufactured or any process is to be applied to the Goods by HID-ONLINE in accordance with a specification submitted by the Buyer, the Buyer shall indemnify HID-ONLINE against all loss, damages, costs and expenses awarded against or incurred by HID-ONLINE in connection with or paid or agreed to be paid by HID-ONLINE in settlement of any claim for infringement of any patent, Copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from HID-ONLINE's use of the Buyer's specification.
3.5. HID-ONLINE reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to HID-ONLINE's specification, which do not materially affect their quality or performance.
3.6. No order which has been accepted by HID-ONLINE may be cancelled by the Buyer except with the agreement in Writing of HID-ONLINE and on terms that the Buyer shall indemnify HID-ONLINE in full against all loss (including loss of profit), costs (including the cost of all labour and material used), damages, charges and expenses incurred by HID-ONLINE as a result of cancellation.
3.7. Where Goods other than HID-ONLINE's standard products are made by HID-ONLINE to the Buyer's order, the Goods may vary in accordance with normal trade tolerances from dimensions specified by the Buyer in the order and the Buyer shall not be entitled to make any claim against HID-ONLINE in respect of any such variations.
3.8. Notwithstanding that a sample of the Goods be exhibited to and inspected by the Buyer, such sample is so exhibited or inspected solely to enable the Buyer to judge for itself the quality of the bulk, and not so as to constitute a sale by sample. The Buyer shall take the Goods at its own risk as to their corresponding with the said sample, and subject to the normal variation between the bulk and sample accepted by the trade.
3.9. Without prejudice to the generality of the foregoing any particular purpose for which the Buyer proposes to use the Goods shall be deemed not to be known by or have been made known to HID-ONLINE unless specifically recorded in a schedule signed by one of HID-ONLINE's directors. The Buyer hereby acknowledges that any purpose stated in such schedule shall be deemed to have been specified by the Buyer

4. PRICE
4.1. The price of the Goods shall be HID-ONLINE's internet listed prices or, where no price has been quoted (or a quoted price is no longer valid), the price listed in HID-ONLINE's published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, HID-ONLINE's published price list shall apply. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by HID-ONLINE without giving notice to the Buyer.
4.2. HID-ONLINE reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to HID-ONLINE which is due to any factor beyond the control of HID-ONLINE (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, material or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give HID-ONLINE adequate information or instructions.
4.3. Except as otherwise stated under the terms of any quotation or in any price list of HID-ONLINE, and unless otherwise agreed in Writing between the Buyer and HID-ONLINE, all prices are given by HID-ONLINE on an ex works HID-ONLINE basis. There is an option for the Buyer to specify and pay the UPS shipping charges and insurance
4.4. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to HID-ONLINE if applicable to their geographical market.

5. TERMS OF PAYMENT
5.1. Subject to any special terms agreed in writing between the Buyer and HID-ONLINE, HID-ONLINE shall be entitled to invoice the Buyer for the price of the Goods on or at any time before despatch of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event HID-ONLINE shall be entitled to invoice the Buyer for the price at any time after HID-ONLINE has notified the Buyer that the Goods are ready for collection or (as the case may be) HID-ONLINE has tendered delivery of the Goods.
5.2. The Buyer shall pay the price of the Goods on the date of order and this is payable by LC,TT or online transation, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.
5.3. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to HID-ONLINE, HID-ONLINE shall be entitled to:
5.3.1. cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2. demand payment of all outstanding balances whether or not due and / orcancel any
outstanding orders from the Buyer
5.3.3. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied
under any other contract between the Buyer and HID-ONLINE) as HID-ONLINE may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.4. charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the
rate of four (4) per cent per annum above HSBC base rate from time to time, until payment in full is made.
5.4. In the case of export orders, payment shall be in pounds sterling unless otherwise agreed in
writing signed by HID-ONLINE's authorised representative.

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