Terms & Conditions
We at Exlen Technology LTD respect the privacy of our visitors and are committed to preserving your online safety by preserving your privacy at anytime you visit or communicate with our site.
- Collected Information
Data can be collected and processed during the operations of our website. The following are ways we may perform these actions: Data regarding your visit(s) to our website and any resources used are collected. The following is included and not limited to: location data, weblogs, traffic data, and any other communication information. Any forms you filled out on our site allows us to collect data such as registering for information or when you complete a purchase. If for any reason you communicate with our personnel or site we may collect information.
- Cookie Usage
- Our Use of Your Information
Information stored or collected regarding you helps us improve and offer services you need. The following list contains how we might use your data: Any request you make of our site or personnel allows us to use information you provided us with, relating to the products or services we have. We may also send information on products or services you may be interested in, as long as consent has been received. Contract Commitments: To meet any Commitment we make to you. Changes or Improvements made to the site can warrant use of your information, with regard to notification of such changes. An existing customer may be contacted regarding products and services related to any item of previous sale you made on our site. We use your personal information to contact you to give you information relating to your orders with us, this is mandatory in order for us to process and fulfil your order. Anyone who does not wish to give consent for our site or third party use has the opportunity to decline. Once we receive your withhold for consent we will remove your details from any mailings or third party communications.
- Personal Data Storage
- Information Disclosure
At times we may disclose personal information to persons in our group. This can include subsidiaries, holding companies, or any other subsidiaries involved in our business, if applicable. Third Party disclosure may occur for, but not limited to, the following reasons:
- Selling any or all of our business to a third party may result in sharing your information.
- At any time when we are legally required to we may disclose information about you and your visits to our sites.
- To prevent fraud and help in fraud protection in order to reduce risk, we may disclose information.
- Third Party Links
- Information Accessibility
We cannot withhold data we collect about you, as per The Data Protection Act 1998. This act provides you with access to any information we may hold on you. If you wish to have access about our data collection on you please pay our fee of £10. The fee covers our costs for processing your request and getting the data to you. Please use the contact details below to formulate your data access request.
- Contacting Us
TRADE TERMS AND CONDITIONS
1.1 In these Conditions unless the context otherwise permits:-
"Authorised Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.
"Consumer" shall mean any natural person who in the contract with the Customer is acting for purposes that are not related to his trade, business or profession.
"Customer" means the person, firm, company, entity or organisation with whom ET contracts for the sale of Products and/or supply of Services.
"the Conditions/ these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as are in force at the date of the Contract and which at that date appear on ET's web site at www.exlen.Co.Uk and/or which are available on request at ET,s principal trading address at 172 Chatsworth Rd Chesterfield, England.
"the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by ET to a Customer
"Electronic Means" means any electronic means including without limit on the Web, by EDI or XML, or Inside Line®.
"ET" means Exlen Technology Ltd (registered in England number 03476682 with its registered office at 172 Chatsworth Rd Chesterfield, England.
"Products" means any hardware and software, whether packaged, licensed or as a service, and instalments of the Products or any parts of or for them, sold by ET to a Customer.
"Services" means any services supplied or performed by ET or its authorised service providers to the Customer.
"Special Order Products" shall mean Products that are classified in ET,s current comprehensive product listing as special order products or have been ordered specifically by Customer or configured to Customer's specifications.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 The Conditions shall apply to sales of all Products including Special Order Products ordered for shipment to or within the UK mainland. Exlen reserves the right to apply supplemental or other terms for Products to be shipped by ET outside the UK mainland.
1.4. Without prejudice to the application of these Conditions additional and more detailed terms may apply for certain Products and suppliers including specific terms applicable to special prices offered by suppliers through ET ("Special Terms") and additional terms may apply with respect to ET,s delivery and other aspects of its business. Any additional terms and the updated Special Terms will be made available on ET,s web site www.exlen.co.uk. It is the Customer's responsibility to be aware of and adhere to the additional and Special Terms as current from time to time, and by ordering Products from ET the Customer agrees to be bound by additional and Special Terms.
2. BASIS OF THE SALE
2.1 All Contracts between ET and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3 and/or Clause 1.4) to the exclusion of any other terms and conditions not accepted in writing by an Authorised Representative of ET, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer ET,s automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of ET, It is the Customer's responsibility to be aware of the Conditions as current from time to time but ET will use best efforts to notify Customer of any material changes to the Conditions before they become applicable. In addition to any acceptance of these Conditions by signing ET,s account application form, the Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to ET or (2) Customer accepting Products or Services from ET, whichever occurs first.
2.2 No employee or agent of ET other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).
3. CUSTOMER IDENTIFICATION
3.1 In placing an order including by Electronic Means Customer may utilise one or a combination of account name, account number and other forms of identification including password or other code issued to Customer (together and individually "Customer's Identification" or "Customer Identification").
3.2 It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform ET in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that Customer is entirely responsible for use of Customer's Identification and that it is Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.
3.3 Customer agrees that ET is entitled to rely absolutely on any orders placed on ET which have utilised Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.
3.4 Customer agrees that any order placed on ET including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order.
3.5 Customer acknowledges that ET cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to ET using correct Customer Identification, and that ET is nonetheless entitled to rely on data transmitted in the form it is received at ET.
3.6 ET shall have no liability towards the Customer should the Customer's customer have placed an order on the Customer for fulfilment by ET or a corresponding order is placed by the Customer on ET, where such orders are found by ET or Customer to be fraudulent. Neither ET nor its carriers shall be liable to Customer should ET or the carriers have delivered Products in accordance with Customer's instructions received before the order is released for shipment, and in no event shall ET and its carriers be liable to Customer for any penalty or claim should the Products have been delivered in accordance with any instruction by the Customer or its customer after the order is released with respect to any changes to the order or an order cancellation.
4. INFORMATION AND CONFIDENTIALITY
4.1 All Product pricing, description, availability and related information ("Information") provided by ET, in any form, is the property of ET or its suppliers. ET hereby grants Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer's purchases and sales of Products sold by ET to it. ET shall be entitled to stop the provision of Information at any time without notice. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the Information for any purpose except as permitted herein. ET makes no warranty, either express or implied on the Information or its accuracy. All Information is provided to Customer "as is." If ET provides Information to Customer by Electronic Means, Customer agrees to update such Information regularly to ensure its accuracy. Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a reseller and is not entitled to use, reproduce or display the Information in any way, which in ET,s opinion; (1) would enable it to be identified as information obtained from ET (2) would enable comparison of the Information with other suppliers' information relating to Products or (3) could be damaging to ET,s business interests.
4.2 ET agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any Customer sensitive information or utilise such information for any purpose if Customer has notified ET in writing that such information is confidential. Customer agrees that ET may disclose to its suppliers certain details (including personal data) about the Customer and ET,s sales of the respective suppliers' Products to the Customer.
5. ORDERS AND SPECIFICATIONS
5.1 The Customer shall be responsible to ET for ensuring the accuracy of the terms of any purchase order, and shall be sole responsible for its selection of Products or Services on any purchase order and the fitness of the Products or Services for any particular purpose. ET disclaims any liability for any errors in the Customer's purchase order.
5.2 ET reserves the right to make any changes to the Contract due to changes in the specification of the Products or Services made by its suppliers or changes that are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The Customer cannot cancel or reschedule the Contract provided the changes do not alter the material terms of the Contract. For other types of changes, the possibility of cancellation will be subject to ET,s discretion and conditions.
5.3 ET is under no obligation to accept the withdrawal of an order or the cancellation of a Contract which has been accepted by ET, If ET agrees to accept the Customer's withdrawal of any order or the cancellation of a Contract such agreement will only be affected by means of letter, fax or email signed or sent by an Authorised Representative of ET.
5.4 Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Services and Product pricing and other Information (as defined in Clause 4.1) by ET to Customer does not amount to an offer by ET to sell Product or supply Services at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Product or Services shall be the offer.
5.5 Notwithstanding any acceptance by ET of Customer's offer to purchase Products or Services, if there for any reason has been a material or obvious pricing error by ET, ET shall be entitled within 30 days of its acceptance of such offer or delivery of the Products or commencement of the Services to either invoice the Customer the true and correct list price (not exceeding the prevailing market price at wholesale level) of the Product or Services at the date of order or, if the Customer shall prefer, upon notice to Customer cancel the order and collect the mispriced Product or cease supplying the Services at ET,s expense and credit the Customer for the price paid and any charges (e.g. price and freight) invoiced by ET, If the true price is lower than the quoted price, ET will invoice Customer the lower true price for the Products or Services. Customer should make reservations against pricing errors in its applicable sales terms and allow for Customer to cancel its sales order to its customers if notified about a pricing error from ET,s side.
5.6 Orders for direct shipment to Customer's customers or Special Order Products may require the Customer's acceptance of additional terms including prepayment of the order and will be subject to additional fees. The Customer is responsible for the accuracy of all information provided about its customers including but not limited to name and ship-to address. ET shall not be liable to the Customer for any loss or damage arising from inaccurate or erroneous information if ET has relied upon such information or shipping instructions provided by the Customer. If the Customer requests a change to the ship-to customer name or address after ET,s acceptance of the order such change shall be made in writing by an authorised officer of the Customer and ET shall not act on any verbal instructions by the Customer or anyone acting on the Customer's behalf. ET shall have no obligation to monitor or verify whether the Customer or any orders placed by Customer are the subject to any fraudulent or other criminal activity or attempt by the Customer's customers or any third party.
5.7 ET will set minimum order levels and charge additional fees for any order below such levels. Current minimum order levels can be found on ET,s web site www.Exlen.Co.Uk.
5.8 ET may cancel, and shall be under no obligation to accept or fulfil, an order if Products or Services are in short supply from its suppliers or if the suppliers' prices have increased to such a level that the fulfilment of the order would result in ET selling the Products or Services at a loss or with lower than normal sales margins.
6.1 Subject to the provisions of Clause 5.5 and Clause 6.2:-
6.1.1 Prices for Products in ET,s stock ready to be shipped will be established at the time the order is accepted by ET, Prices for Services will be the prices quoted by ET for the duration of the Service period. When the price for Services is based on future usage or performance, ET reserves the rights to adjust its prices should ET,s service provider's prices or the conditions under which the Service prices were quoted become subject to change.
6.1.2 If the Customer places an order for Products not in stock at the time of order (a "Backorder") or the Customer places an order for scheduled delivery, such orders shall be irrevocable and the price for such Products shall be the price established at the time the Backorder or scheduled delivery is accepted by ET.
6.2 Notwithstanding any of the foregoing ET reserves the right to increase its prices after acceptance of a Backorder or scheduled delivery (including subscription Services) due to an increase in its supplier's price to ET or an increase in direct costs to which ET becomes subject (including without limit costs resulting from currency fluctuation) but ET shall only increase its price by such level as is necessary to reflect such increases.
6.3 All prices quoted by ET exclude the cost of transport from ET,s warehouse to the Customer's receiving point, as well as configuration, fulfilment and other services provided by ET.
6.4 All prices and charges are exclusive of any applicable Value Added Tax, which the Customer will be additionally liable to pay to ET, Unless otherwise stated prices exclude any copyright levies, waste and environmental fees, and similar charges that ET by law or statute may or shall charge or collect upon resale.
6.5 If Customer is offered special pricing for certain orders and such pricing is made available to ET from its suppliers ("Special Bids"), the Customer shall adhere to the applicable Special Terms and other terms and conditions of such Special Bids and agrees to indemnify ET for any claims made against ET by the suppliers for Customer's non-compliance with the supplier's terms and conditions. Customer agrees to pay any service fees charged for ET,s pass-through of Special Bids and other supplier driven benefits the Customer may receive, including any marketing funding, price protection and individual rebates, and agrees that pass-through and payment of such benefits will be subject to ET having received the benefits from its supplier. The Special Terms may oblige the Customer to comply with certain requirements including but not limited to (i) the sale of the Products only to specifically named end-users; (ii) the disclosure of end-user information to ET and its suppliers for the purpose of end-user verification; and (iii) the submission of copies of end-user invoices, end-user purchase orders or end-user shipping documents to ET and its suppliers. Subject to the Special Terms applicable for the individual suppliers and Products, non-compliance with the Special Terms may entitle ET and/or its suppliers to reclaim and invoice the Customer in full for all discounts, rebates and other special price conditions granted to the Customer under the special price.
6.6 It is the Customer's responsibility to be aware of all Special Bids activity and the expiry of Special Bids. The Customer shall not submit any purchase orders on ET with prices that do not reflect valid and non-expired Special Bids, and ET shall not be liable to Customer for any variance between ET,s invoice value and the value of expired Special Bids.
7. TERMS OF PAYMENT
7.1 Unless ET shall have previously agreed in writing with the Customer that the Products or Services shall be supplied on credit, payment for the Products or Services shall be made in full by the Customer with the Customer's order or on delivery or collection of the Products or commencement of the Services, as determined by ET, If payment is made by credit or debit card the Customer agrees to pay all fees and service charges incurred by ET for the handling of such transaction including fees charged by the card company to ET.
7.2 Where ET has agreed to supply the Products or Services on credit Customer shall pay the price of the Products or Services within 30 days of the date of ET,s invoice notwithstanding that title to the Products has not passed to the Customer. Customer may take advantage of an early payment discount subject to meeting the conditions detailed on ET,s web-site www.exlen.co.uk. Customer shall not withhold, deduct or set off from its payments to ET any amount owed by ET to Customer without ET,s prior written approval. Invoices will be dated the day of dispatch of the Products or on completion or commencement (if reoccurring fees) of the Services. ET shall be entitled at its absolute discretion to alter payment terms (other than on concluded Contracts) and withdraw or alter any credit limit granted at any time with notice. If Customer exceeds its credit limit or fails to qualify for continued credit terms, ET may, at its sole discretion, delay subsequent shipments or require prepayment until ET determines that Customer is once again qualified to receive credit terms. Customer shall not set off or withhold any amount due to ET against its receivables without ET,s prior written approval, and shall in the event of a bona fide dispute, pay any undisputed part of the invoice.
7.3 The time of payment shall be of the essence. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to it ET shall be entitled to:-
7.3.1 cancel the Contract and/or suspend any further deliveries or suspend any Services to the Customer; ET may at its discretion grant Customer a reasonable cure period before cancelling the Contract due to non-payment;
7.3.2 appropriate any payment made by the Customer to such of the Products as ET may think fit (notwithstanding any purported appropriation by the Customer); and
7.3.3 collect and repossess any unpaid Products in accordance with section 9 below.
Customer accepts that ET will exercise its statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if ET is not paid according to agreed credit terms.
7.4 Customer shall provide ET,s Credit Department with copies of its annual financial statements and its quarterly statements within sixty (60) days of the close of the fiscal period to which they relate. Customer shall inform ET promptly if there is a change of ownership or control of Customer or its direct or indirect parent company (excluding changes of ownership of the shares of a publicly quoted company which do not result in a change in control of the company's board of directors or other governing board), a management buy-out, or all or a substantial part of the Customer's assets are sold or otherwise transferred to any non-affiliated company or member of the Customer's group of companies.
7.5 In the event Customer intends to sell, assign, factor or otherwise transfer any book debt owed to Customer or to enter into any form of invoice discounting arrangement Customer agrees to inform ET in writing prior to entering into any such arrangements.
7.6 It is ET,s policy not to accept cash as a method of payment for Products or Services.
7.7 If ET issues a credit note and the Customer does not utilise the credit note within a period of 12 months from the date of its issue ET shall have the right to cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of the same.
7.8 Any credit balance shown on a Customer's statement of account issued by ET which remains on the statement for a period of 12 months will be forfeited by the Customer who shall no longer have any rights to the same.
7.9 ET reserves the right to issue and send all invoices to the Customer in an electronic format, and the Customer accepts to receive all invoices electronically including receipt of invoices by e-mail.
7.10 7.10 ET shall have no obligation to perform or supply, and Customer shall have no right to require, any Service ordered by the Customer or any Product subject to subscription and future delivery in the event the Customer or its customers fails to pay any Service or subscription fees when they become due.
8.1 Delivery of the Products shall take place Free Carrier ET,s warehouse (FCA (Incoterms 2010) for international shipments). Absent specific instructions from the Customer ET will select the carrier. Unless the Customer shall have notified ET in writing within 5 working days of the date of ET,s invoice that the Products have not been received or that the Products were damaged then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment or damage to the Products.
8.2 The Customer shall upon receipt of the Products sign the delivery note (proof of delivery) and be responsible for complying with the applicable shipping requirements of ET and its carriers details of which are made available at ET,s web-site (www.exlen.co.uk). The Customer's sign-off on ET,s delivery shall be at carton level. ET shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the Customer or the Customer's customer (if ET has agreed to deliver direct) does in fact have the authority..
8.3 Any dates quoted or scheduled for the delivery of Products or commencement of Services are approximate only and ET shall not be liable for any delay in delivery of the Products or performance of Services howsoever caused.
8.4 Partial delivery of Products is allowed unless otherwise mutually agreed by both parties. Failure by ET to deliver the rest of the Products or partially perform Services shall not entitle the Customer to treat the order as a whole as repudiated.
8.5 Where ET has agreed to ship Products or perform Services direct to the Customer's customer any such shipment or performance shall be deemed to be delivery to the Customer and any refusal by the Customer's customer to accept delivery or performance shall be deemed to be a refusal by the Customer. It shall be the Customer's obligation to report any delivery discrepancies in accordance with Clause 8.1 and comply with Clause 8.2 above when Products are shipped direct to the Customer's customer or when the Products are forwarded by the Customer to its customers.
The Customer shall bear all costs associated with the unjustified refusal of Products and Services. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by ET, ET reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed. ET may charge Customer a refusal fee should the Customer's customer unjustifiably refuse to take delivery of a shipment from ET.
9. RISK AND TITLE
9.1 Risk of damage to or loss of Products shall pass to the Customer or its customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when ET has tendered delivery of the Products.
9.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions, title to the Products shall not pass to the Customer until ET has received in cleared funds payment in full of the Products
9.3 Until such time as title to the Products passes to the Customer the Customer shall:-
9.3.1 hold the Products as ET,s fiduciary agent and bailee; and
9.3.2 keep the Products separate to those of the Customer and third parties; and
9.3.3 keep the Products properly stored protected and insured, and identified as ET,s property; and
9.3.4 accept that Products may be labelled as being ET,s property until ET is paid.
9.4 Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) ET shall be entitled at any time to require the Customer to deliver up the Products to ET and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
9.5 The Customer's right to possession of the Products or performance of Services shall terminate immediately if:-
9.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
9.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between ET and the Customer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
9.5.3 the Customer encumbers or in any way charges any of the Products.
9.6 Customer is entitled to resell the Products in the ordinary course of business. Customer is not able or entitled to offer the Products as collateral or otherwise grant a charge in respect of the Products until title has passed to the Customer in accordance with these Conditions. Customer shall inform its customers that title to the Products is retained by ET until Customer has paid ET, and shall ensure that its customer has agreed with the Customer that any unpaid Products shall be returned to ET in the event of Customer's failure to pay ET,s invoices when they fall due. The Customer shall upon ET,s request provide ET with all details and information necessary for ET to collect the Products.
10. WARRANTIES AND LIABILITY
10.1 ET does not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and subject to the conditions set out below in this Clause 10 ET only sells the Products with the benefit of the manufacturer's warranty. Warranties are offered from the manufacturer on a pass-through basis to the end user or directly by the manufacturer to the end user.
10.2.1 ET will accept liability for defective Products only to the extent that ET is entitled to make a claim under the manufacturer's Dead on Arrival (DOA), warranty or other defective goods terms and actually obtains from the manufacturer a refund credit repair or replacement in respect of the defective Products. Processing of these defective Products shall be made according to the manufacturer's procedure and the instructions set out in Clause 10.4 below. ET cannot and shall have no obligation to accept a return of and/or grant a credit for Product not compliant with the manufacturer's procedures.
10.2.2 ET shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow ET,s or the manufacturer's or publisher's instructions (whether oral or in writing) misuse or alteration or repair of the Products without ET,s approval.
10.2.3 ET shall be under no liability under the above warranty if the total price of the Products has not been paid
10.3 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods, as to title) are excluded to the fullest extent permitted by law.
10.4 Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to ET,s Customer Services Department. Upon notification of any such claim by the Customer ET shall either notify the Customer whether the policy of the manufacturer of the Products is to deal with the Customer direct (in which case the Customer shall deal with the manufacturer direct provided ET gives sufficient details to enable the Customer so to do) or shall provide the Customer with an RMA number (in which case the Customer shall return the Products to ET in their original UNMARKED packaging together with details of the RMA number and the Customer's name and address). If ET issues an RMA number to the Customer ET shall not send any replacement Products to the Customer until after the original Product has been returned to ET, This Clause 10.4 shall only apply to Products the Customer is entitled to return to ET as provided in these Conditions.
10.5 ET shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by ET, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of ET its employees or agents or otherwise).
10.6 ET,s liability for direct loss or damage arising from damage to tangible property for which ET is liable shall be limited to the VAT exclusive price of the relevant Product or Service. In no event shall ET,s liability exceed the maximum amount of ET,s insurance cover.
10.7 Nothing in these Conditions shall in any way exclude or limit any liability ET may have for death or personal injury caused by its negligence.
10.8 ET shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of ET,s obligation in relation to the Products or Services if the delay or failure was due to any cause beyond ET,s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond ET,s reasonable control:-
10.8.1 Act of God explosion flood tempest fire or accident;
10.8.2 act of terrorism war or threat of war sabotage insurrection civil disturbance or requisition;
10.8.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
10.8.4 import or export regulations or embargoes;
10.8.5 strikes lock outs or other industrial actions or trade disputes (whether involving employees of ET or a third party);
10.8.6 difficulties of ET,s supplier in obtaining raw materials labour fuel parts or machinery.
10.9 If Customer is selling Products or Services purchased from ET to a Consumer the Customer shall ensure the Consumer is given sufficient and appropriate information and descriptions as to the Product's or Services' fitness for the purpose for which the Products or Services are normally used and any particular purpose the Consumer has required or agreed with the Customer. Customer shall not remove or replace any labelling, user manuals, components or other material from the Product as supplied by the manufacturer or ET, and shall not in its advertising, marketing or labelling provide any public statements on the specific characteristics of the Products or Services on behalf of ET, the manufacturer or their representatives.
10.10 Customer accepts liability for the Products' conformity with the Customer's Consumer contract ('conformity' as defined by the EU Directive 1999/44/CE of May 25, 1999 and legislation implementing the Directive), and Customer shall not offer any warranties or representations to the Consumer as to the quality, fitness for purpose of the Products without the manufacturers' express consent. Customer agrees to hold harmless and indemnify ET and the manufacturers against any loss, costs, and damages caused by the Customer's acts or omissions, and non-compliance with the obligations set forth in Clause 10.9, Clause 10.10 and Clause 10.11. If Customer is held liable to the Consumer caused by a Product's lack of conformity resulting from an act or omission by the manufacturer or ET, or any other intermediary, Customer may by law or statute be entitled to pursue remedies against ET, the manufacturer or any other person liable in the contractual chain. Provided Customer is legally entitled to pursue such remedies and ET is held liable by a competent court of law, ET,s liability to Customer shall be limited to an amount corresponding to the Customer's original purchase price of the Product or Service giving rise to the claim by the Consumer.
10.11 Should the Product warranties offered by the manufacturers or ET under these Conditions be restricted compared to the guarantees the Consumer is entitled to under law, the Customer agrees to take sole responsibility towards the Consumer for the excess liability and waives any claim it may have against ET in respect of such excess.
10.12 The Products are subject to the intellectual property rights of ET,s suppliers (i.e. the Product manufacturers). Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by ET,s suppliers if the Customer is granted a right to use such rights in the marketing and resale of Products. ET shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of a third party's intellectual property rights, except to the extent ET,s supplier is offering such defence or indemnification to ET on a pass through basis. Upon threat of claim or claim of infringement, ET may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Customer the purchase price paid by the Customer for the infringing Product. Notwithstanding any other terms or conditions to the contrary ET,s liability for infringement of intellectual property rights under these Conditions shall not exceed the Customer's purchase price for the infringing Products.
11. RETURNS AND REPAIRS