Conditions of Sale

1.0 Definitions

In these Terms and Conditions the following words shall have attributed to them the meanings specified

1.1 ‘H-Dev’ shall mean H Dev Ltd. whose registered office is at ATLAS CONSULTANCY LTD., SOUTH PARK CHAMBERS, SOUTH PARK, GERRARDS CROSS, BUCKINGHAMSHIRE, SL9 8HF, ENGLAND
1.2 ‘Customer’ shall mean the person, company or any other body that purchases or agrees to purchase Goods whether a Consumer Trade Customer or Credit Customer.

1.3 ‘Consumer’ shall have the same meaning as attributed by The Consumer Protection (Distance Selling) Regulations 2000 or any statutory modification thereof.

1.4 ‘Trade Customer’ shall mean a Customer who buys Goods for the purpose of a business and not as a Consumer.

1.5 ‘Credit Customer’ shall mean a Trade Customer to whom H-Dev allows credit in respect of Goods purchased or agreed to be purchased.

1.6 ‘Goods’ shall mean all goods and services which the Customer agrees to buy from H-Dev including replacements for defective Goods, hardware documentation and software products licensed for use by the Customer.

1.7 ‘Contract’ shall mean the Contract between H-Dev and the Customer for the sale of Goods by H-Dev to the Customer.

1.8 ‘Catalogue’ shall mean any published promotional material produced by H-Dev.

1.9 ‘Working Days’ shall mean Monday to Friday inclusive but exclusive of Bank Holidays.

1.10 ‘Customer’s Registered Address’ shall mean the address of the Customer that is already registered with H-Dev or the address registered with the issuing company of any debit or credit card which is used as a means of payment for Goods.

1.11 ‘Used Products’ Used Products are all items that have been previously been put to use. These are sold on the understanding that they have not been tested.

H-Dev Registration Number : 05813549
2 General

2.1 All orders for Goods are accepted by H-Dev subject to these terms and conditions of sale which supersede any other terms and conditions previously published. These constitute the entire understanding between H-Dev and the Customer for the sale of Goods. H-Dev accepts responsibility under these terms and conditions for its commitments to the consumer, H-Dev also accepts responsibility by its duly authorized agents.

2.2 All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication. Any substitute products that are supplied, and found not to be suitable will be collected at H-Devs expense. Contact Customer Service to arrange for the goods to be returned.

2.21 Goods will be supplied based on any information provided by the customer.

2.3 Any Catalogue published by H-Dev is an invitation to treat and not an offer to supply.

2.4 Subject to condition 2.5 any advice or recommendation given by H-Dev or its employees or agents to the Customer dealing as a Trade Customer as to the storage, application or use of the Goods is followed or acted upon entirely at the Trade Customers own risk (except in the case of manifest error, gross negligence or contractual misrepresentation by H-Dev).

2.5 Condition 2.4 shall not apply to any Customer purchasing Goods as a Consumer.

3 Prices

3.1 All prices for the Goods are in pounds Sterling and do not include the cost of carriage, packaging or other charges which becomes payable under any contract with H-Dev. Prior to the conclusion of the contract H-Dev will inform the customer the total amount to be debited.

3.2 Whilst every endeavour will be made to maintain the prices in the catalogue H-Dev reserves the right to alter prices at any time. Prior to the conclusion of the contract H-Dev will inform the customer the total amount to be debited.

3.3 Any change in price will be communicated to the customer at the time of ordering. Prior to the conclusion of the contract H-Dev will inform the customer the total amount to be debited.

4 Orders

4.1 Where possible orders should be made using the online H-Dev order website
4.2 Written confirmation is not required for a trade customer telephone order, but if the Trade Customer sends written confirmation such confirmation must be marked ‘Confirmation Only’ so as to avoid liability for a duplicated delivery. Any resulting duplication of delivery shall be the responsibility of the Trade Customer.

4.3 H-Dev reserves the right to deliver part orders, or hold orders until all items are available, as required. Credit cards are only charged for written and telephone orders when Goods are despatched for delivery. The exceptions to this being when H-Dev has been requested to custom build Goods to special order and Internet orders which will be charged at the point of order confirmation. If any goods are not available within 30 days of the order being placed the customer will be informed and will be offered the option to continue to await delivery or offered a refund.

4.4 If the Customer is buying as a Consumer unwanted Goods may be returned within 14 working days of delivery for an alternative product, credit note or full refund. To return an order, the Customer must contact H-Dev within 14 days of the date that the order was delivered. This can be done by telephoning the Customer Service Department on 01635 247477, or by email to sales at h-dev dot co dot uk or in writing to the registered address of H-Dev. In all cases the invoice number relevant to the goods being returned must be quoted. H-Dev will refund in full to the Customer the invoice value of the Goods. The Goods must be returned by first class post with proof of posting. The Customer must take reasonable care of the unwanted Goods and return them in the original packaging and suitably protected to ensure safe delivery to H-Dev.

4.5 When dealing as a Trade Customer authorisation for the return of goods must be obtained from the Customer Service Department by telephoning 01635 247477. In the event of the Trade Customer cancelling part of an order H-Dev reserves the right to charge the Trade Customer for any difference in the selling price applicable to the quantity despatched up to the time of cancellation and the total price of the original order.

4.6 H-Dev reserves the right to decline to trade with any person or organisation. In addition, and notwithstanding any other provisions of these conditions of sale, H-Dev may decline to accept any order, by giving notice of non-acceptance to the Customer by email, facsimile or telephone within 24 hours (excluding weekends and public holidays) of receipt by H-Dev of an order. In the event that H-Dev declines to accept an order in respect of which payment has been received, the full amount of such payment will be refunded.

5 Credit Account Orders

5.1 Telephone orders to be charged to a Credit Account held by a Trade Customer with H-Dev will only be accepted with an official purchase order number.

5.2 Such reserved products must be collected within 5 working days from notification of goods arriving in stock, failing which H-Dev will charge the Customer a restocking fee.
6 Posting and Packing Charge

The current postage and packing charge can be ascertained by contacting H-Dev. Prior to the conclusion of the contract H-Dev will inform the customer the total amount to be debited.

7 Payments

7.1 Payment shall be made by the Customer for all monies owed to H-Dev in respect of orders placed for Goods.

7.2 Payment shall be made at the time that the order is placed. Payment may be made by, and is acceptable by, cash, cheque, bank transfer (details available by request) or major credit and debit cards: (Switch, MasterCard, Visa and American Express). Cheques and Postal Orders must be made payable to “H-Dev Ltd” and crossed “payee only”.

7.3 Credit terms are available to Trade Customers on request and subject to status, satisfactory references and acceptable trading history with H-Dev. Payment is due by the end of the month following the month of despatch without any deductions. Time is of the essence for payment. If the Credit Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to H-Dev, H-Dev shall be entitled to:

i) Cancel the order and suspend further deliveries of Goods.

ii) Appropriate any payments made by the Customer to such of the Goods (or Goods supplied under any other order) as H-Dev may think fit.

iii) Charge an administration fee for any legal or other collection processes required to recover all monies due.

iv) Charge interest on the unpaid amount from the due date in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

8 Ownership and Risk

8.1 The risk of damage to or loss of Goods ordered from H-Dev will pass to the Customer when the goods are delivered.

8.2 Conditions 8.3, 8.4, 8.5 and 8.6 shall not apply to any Consumer.

8.3 Until property in the Goods passes to the Customer, the Customer shall hold the Goods and each of them on a fiduciary basis as bailee for H-Dev. The Customer shall store the Goods (at no cost to H-Dev) separately from all other Goods in its possession and marked in such a way that they are clearly identified as H-Dev property. Notwithstanding that the Goods (or any part of them) remain the property of H-Dev the Customer may sell or use the Goods in the ordinary course of the Customer’s business at full market value for the account of H-Dev. Any such sale or dealing shall be a sale or use of H-Dev property by the Customer on the Customer’s own behalf and the Customer shall deal as principal when making such sales or dealings. Until property of the Goods passes from H-Dev the entire proceeds of sale or otherwise of the Goods shall be held in trust for H-Dev and shall not be
mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as H-Dev money. H-Dev shall be entitled to recover the price of the Goods (including VAT and all other monies due to H-Dev from the Customer) notwithstanding that property in any of the Goods has not passed from H-Dev.

8.4 Until such time as the property in the Goods passes from H-Dev, the Customer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to H-Dev. If the Customer fails to return Goods, H-Dev may apply to enter any premises owned occupied or controlled by the Customer where the Goods are situated and repossess the Goods. On the making of such request to deliver up the rights of the Customer contained in the preceding Condition shall cease.

8.5 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of H-Dev. Without prejudice to the other rights of H-Dev, if the Customer does so all sums whatever owing by the Customer shall forthwith become due and payable.

8.6 The Trade Customer shall insure and keep insured the Goods to the full value against ‘all risks’ to the reasonable satisfaction of H-Dev until the date that property in the Goods passes from H-Dev and shall, whenever requested by H-Dev, produce a copy of the policy of insurance and evidence of payment of premium. Without prejudice to the other rights of H-Dev, if the Customer fails to pay any sums whatever owing by the Customer on the due date, all sums due to H-Dev shall forthwith become due and payable.
9 Delivery

9.1 All orders are delivered subject to a carriage fee, throughout the UK mainland.

9.2 Same day despatch is normally achieved provided the order has been received by H-Dev before 3.00 pm during Working Days. This provision does not apply to Goods requiring special modification (e.g. calibration, kits etc.) and orders which are too large to be despatched by H-Dev contracted carrier. Delivery will normally only be made to the Customer’s registered address unless notified to H-Dev in writing beforehand.

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12 Guaranteed Next Day Delivery

Weekdays before 1pm and Saturday 12.00 noon H-Dev offers a guaranteed delivery service for vital consignments. All orders for guaranteed deliveries must be received by 3.30 pm on a working day (Monday to Friday, excluding Bank Holidays) and will be subject to extra charges. Details of the charges are available from H-Dev prior to the placing of any order.

13 Export

13.1 Carriage will be charged on orders involving Export at the appropriate rate prevailing at the date of despatch. Prior to the conclusion of the contract H-Dev will inform the customer the total amount to be debited.

13.2 The Customer is responsible at their own expense to obtain any import or export license or any other documentation deemed necessary by any compliant authority.

14 Transit Delays and Non­Delivery

14.1 The Customer must inspect the Goods as soon as reasonably practicable after delivery and shall within 14 days of such delivery or receipt give notice to the Customer Service Department of H-Dev of any apparent physical or delivery damage in the Goods.

14.2 Queries regarding shortages of Goods must be made within 14 days of delivery date and must be accompanied by the despatch note. Queries regarding Goods invoiced but not delivered must be made to the Customer Service Department of H-Dev within 14 days of invoice date and the invoice number must be quoted.

14.3 H-Dev shall not be liable to compensate the Trade Customer by way of damages or otherwise for nondelivery or late delivery of the Goods or any of them or for any loss consequential or otherwise arising from non-delivery or late delivery.

14.4 Conditions 14.1 to 14.3 inclusive do not affect the statutory rights of a consumer under the Distance Selling Regulations, Sale of Goods Act 1979 or Sale and Supply of Goods to Consumers Regulations 2002.

15 Order Cancellations

15.1 In the event of cancellation of part of an order by the Trade Customer H-Dev reserves the right to invoice for any
difference in selling price applicable to the quantity despatched up to the time of cancellation plus a restocking charge. Orders where goods have been specifically ordered for Trade Customer requirements (schedule and non-stock items) cannot be cancelled.

16 Warranty and Returns

16.1 Unwanted goods – For unwanted goods H-Dev offers a 14-day return policy. 14 Day Return Policy – To return a product under this policy the Customer should:

• Email H-Dev at sales at h-dev dot co dot uk or

• Telephone Customer Service on 01635 247477

• A Returns Number will be issued and this must be clearly identified on a returns label or the external packaging, and internal documentation when the Goods are returned, no markings should be made on the product or product packaging. The internal documentation should include proof of purchase, the returned product must be complete, and in ‘as new’ condition with original packaging. Certain product categories by their nature are exempt from the 14-day return policy; these would include for example consumables. H-Dev will not accept the return under the 14-day return policy of any Goods that have had a manufacturers or suppliers warranty or registration invoked. H-Dev will deem such registration by the Customer as acceptance of the Goods.
H-Dev must receive all returns within 14 days of the Returns Number being issued and any Goods received after that period will be dealt with on an individual basis. The Customer must take all reasonable care to ensure that all returned items be suitably packaged, and that the Goods are protected when being returned. The Customer must provide to H-Dev proof of despatch to H-Dev. In the event of Goods being returned without a previously allocated Return Number the processing of any claim by the Customer is likely to be delayed. Customers whose transactions are covered by the Distance Selling Regulations the 14-day returns policy will commence after the 7-day cooling off period.

Where unwanted Goods are returned to H-Dev, H-Dev reserves the right to levy a handling charge. A charge of 20% of the invoice value of the Goods returned, with a minimum charge of £10 will be levied on Goods which are not defective. The Customer must bear all the costs of returning any unwanted Goods to H-Dev and provide proof of delivery.

16.3 Faulty goods under Warranty – Any defects in the Goods which under proper use appear within a reasonable period after delivery and which are due to faulty materials, workmanship will be made good by H-Dev either by repair or, at the sole discretion of H-Dev, by replacement or refund. Any claim for Goods or the defective parts should be returned together with proof of purchase and (if relevant), all complete accessories, instruction manuals and software and, wherever possible, in the
original packaging. Any claim for defective Goods or parts must be made in writing (specifying the date of purchase and invoice number) within a reasonable period of time after delivery.

16.4 All warranties and conditions which are capable of being excluded by statute or otherwise are excluded from any contract provided that nothing in the contract shall affect the statutory rights of the Consumer or liability for death or personal injury caused by the negligence of H-Dev.

16.5 H-Dev Reserve the right to inspect any Goods returned prior to issuing credit for those Goods.

16.6 Warranty seals applied to any Goods supplied by H-Dev must not be removed or broken and any product without the warranty seals intact will be deemed to have had any warranty invalidated and the Goods will be deemed to have been accepted by the Customer.

16.7 The warranty period as stated in 16.3 is from the date of purchase If goods are replaced within this warranty period, the warranty will continue from the original date of purchase unless specifically agreed otherwise by H-Dev in writing.

16.8 Conditions 16.1 to 16.7 inclusive do not affect the statutory rights of a Consumer under the Consumer Protection (Distance Selling) Regulations 2000 or any statutory modification thereof.

16.9 ‘Used’ products: Used Products are all used items; there are various product conditions for example:- New, boxed and end of line
Scratch and dent to product or packaging or both
Refurbished
Used and returned

17 General Descriptive Matter

17.1 All descriptions and illustrations contained in the Catalogue or any price list or otherwise communicated to the Customer are correct at the time of publication.

17.2 If the description of any Goods which are not directly manufactured by H-Dev contained in any correspondence, invoice or the current Catalogue varies from that of the manufacturer’s description, then the manufacturer’s description will be deemed to be the correct description and shall take precedence over the description assigned by H-Dev. The updated and complete manufacturer’s description is available from H-Dev on request before any order is placed.

17.3 In the event of any material change to any description of goods since the date of publication of the last catalogue by H-Dev, H-Dev will advise the Customer of the revised description prior to any order being accepted by H-Dev.

17.4 H-Dev reserves the right without prior notice to discontinue any Goods or to make design changes as part of a continuous programme of improvement or to assist availability.

18 Product Performance

The responsibility for ensuring that Goods are sufficient and suitable for the Customer’s requirements rests with the Customer save insofar as H-Dev have specifically advised the Customer that the Goods are sufficient and suitable for the Customer’s purposes.

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20 Country of Origin

Goods listed in any H-Dev Catalogue may originate from a Non-EU source. Any published information by H-Dev as to the country of origin of Goods is an indicator only of the source of supply to H-Dev and does not constitute a warranty or representation.

21 Copyrights, Patents, Intellectual Property & Information

21.1 Goods referred to in any H-Dev Catalogue, correspondence or invoice may be subject to a patent, trade mark, registered design, copyright, topography right or other right of a third party. H-Dev owns full copyright in respect of any Catalogue whether published in paper or electronic form. The reproduction, storage in a retrieval system, or transmission, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, in part or in whole, is prohibited without the prior written consent of H-Dev. Notwithstanding any other term of these conditions of sale, title in any software program that forms part of the Goods purchased is retained by H-Dev and will not pass to the Customer. Such software programs may only be used by the Customer and a revocable non-exclusive licence is hereby granted for the sole use of the Customer (so far as H-Dev are able to grant such licence) and any software must not be copied or altered or otherwise modified in any way.

21.2 Where any designs or specifications have been supplied by the Customer for manufacture of Goods by H-Dev the Customer warrants that the use of such designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Customer shall indemnify H-Dev against all costs claims and demands of whatsoever nature arising out of the use of such designs or specifications.

22 Data Protection

22.1 By placing an order with H-Dev the Customer agrees to data relating to the transaction being retained and processed by H-Dev in accordance with the Data Protection Act 1998 or any statutory modification thereof. The data so retained will be used by H-Dev for the purpose of accounting and marketing and will not be disclosed to any third party without the previous consent in writing of the Customer.

22.2 H-Dev may send to the Customer details of other Goods and services offered by H-Dev that H-Dev may consider to be of interest to the Customer. If the Customer does not wish to receive details of these offers then they should contact H-Dev by telephone on 01635 247477 or by
e-mail at sales at h-dev dot co dot uk requesting that data is removed from the marketing database. H-Dev subscribes to the data protection principles as laid down by the Information Commissioner and all data is held securely. The Customer may, by writing to the Customer Service Department of H-Dev, request that all data relating to him, her or it should be deleted from its records. Customers may also, in accordance with the provisions of the Data Protection Act 1998, obtain copies of such data that is held in respect of them by H-Dev. For Trade Customers H-Dev will also retain and process information in its capacity of a credit reference agency. Telephone calls and e-mails to H-Dev may be recorded or monitored for the purposes of security training and quality assurance.

23 Limitation of Liability

23.1 The Customer will be responsible for ensuring the fitness for purpose of the Goods for the Customer’s application unless the purpose is previously notified to H-Dev. 23.2 To the extent permitted by law, H-Dev accepts no liability whatsoever or howsoever arising in respect of loss, damage or expense arising from errors in information or advice provided whether or not due to H-Dev’s negligence or that of its employees, agents or sub-contractors save for any loss or damage arising from death or personal injury.

23.3 To the extent permitted by law, H-Dev shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any Contract with the Customer, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of H-Dev, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer.

23.4 The entire liability of H-Dev under or in connection with the Contract with the Customer shall not exceed the price of the Goods except as expressly provided in these terms and conditions.

24 Force Majeure

H-Dev shall not be liable to the Customer or deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any obligations of H-Dev in relation to the Goods, provided that the delay or failure was due to any cause beyond reasonable control of H-Dev. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond reasonable control of H-Dev: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of H-Dev or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.

25 Law

All contracts between H-Dev and the Customer shall be governed by and interpreted in accordance with English Law and both H-Dev and the Customer submits to the exclusive jurisdiction of any competent Court in the United Kingdom.

26 Consumer Protection

Nothing contained herein shall affect a Consumer’s rights under the Unfair Contract Terms Act 1977 or any regulations made under it including the Unfair Terms in Consumer Contracts Regulations 1994.

27 Insolvency

27.1 If the Customer fails to make payment for the Goods in accordance with these Terms and Conditions or permits any other breach of any contract for sale or if any distress or execution shall be levied upon any of the Customers goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer or the Customer is unable to pay its debts as they fall due or if any petition in bankruptcy is presented against the Customer or if being a limited company any resolution or petition to wind up the Customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a Receiver, Administrative Receiver or Manager shall be appointed over the whole or any part of the Customer’s business or assets or if any petition for the appointment of any administrator is presented against the Customer or if the Customer shall suffer any actions or proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.

27.2 H-Dev may in its absolute discretion and without prejudice to any other rights which it may have suspend all future deliveries of Goods to the Trade Customer and/or terminate any contract without liability upon its part; and/or exercise any of its rights pursuant to this Terms and Conditions.

28 Headings

All headings in these Terms and Conditions are for ease of reference only and shall not affect the construction of any contract between H-Dev and a Customer.

29 Severance

Any provision of any contract with H-Dev which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of any Contract.

30 Waiver

No waiver or forbearance by H-Dev (whether expressed or implied) in enforcing any of its rights under any contract shall prejudice its right to do so in the future.

31 Rights of Third Parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 it is agreed by H-Dev and the Customer that nothing in any contract shall confer on any third party any right to enforce or any benefit of any term of any contract that may be concluded by them.

32 Copyright

All text and images are copyright H Dev Ltd 2008 or their respective owners.