Terms and Conditions - Solidaritech

Solidaritech C.I.C Terms and Conditions for Sale of Refurbished Digital Devices to The Refugee and Asylum Seeker Support Community in England & Wales
Please note, we do not sell machines to the general public, and machines which are sold to the refugee and asylum support community are done so at a heavily discounted rate. All proceeds go towards replacement parts, postage or to fund volunteer expenses, which helps Solidaritech deliver more machines to more digitally excluded people.

1.Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

Community Interest Company: has the meaning in the

Contract: the contract between Solidaritech and the Customer for the sale and purchase of the Digital Device in accordance with these Conditions.

Customer: the person or firm who purchases the Digital Device from Solidaritech.

Delivery Location: has the meaning given in clause 4.1.

Digital Device: Used IT equipment which have been donated by third parties to Solidaritech including but not limited to laptops, desktop, tablet, phone which are then refurbished by Solidaritech and made available for sale on its Website from time to time on these Conditions, for use by socially disadvantaged groups [UG2] including people supporting refugees and asylum seekers in England & Wales in accordance with Solidaritech’s mission and objective as a Community Interest Company.

Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, and interruption or failure of utility service but excluding any obligation to make any payment hereunder.

Order: Customer’s order for the Digital Device, as set out in the Customer’s order form on the Website.

Solidaritech: Solidaritech C.I.C, a community Interest company, registered in England and Wales with registered office at Assembly Bradford, 20 North Parade, Bradford, West Yorkshire, BD1 3HT, with company number 11051986.

Warranty Period: has the meaning given in clause 5.1.

Website: www.solidaritech.com or such other website made available by Solidaritech from time to time.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(c) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(d) A reference to writing or written includes email.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Digital Device in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification [submitted by the Customer] are complete and accurate.

2.3 The Order shall only be deemed to be accepted when Solidaritech issues a written acceptance of the Order, at which point the Contract shall come into existence. Solidaritech shall be under no obligation to accept an Order.

2.4 Any samples, drawings, descriptive matter or advertising produced by Solidaritech and any descriptions or illustrations contained in Solidaritech’s Website are produced for the sole purpose of giving an approximate idea of the Digital Devices referred to in them. They shall not form part of the Contract nor have any contractual force.

3. Digital Device and Software

3.1 The Digital Devices are described in Solidaritech’s Website and are given only for the purposes of identifying the Digital Devices and do not make this agreement a sale by description.

3.2 The Digital Device is sold “as seen”. Solidaritech makes no representations and gives no warranties as to the quality, condition, state or description of the Digital Device, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties as to the Equipment are excluded to the fullest extent permitted by law.

3.3 The Customer acknowledges and agrees that the Digital Devices are used IT equipment which have been donated by third parties to Solidaritech and refurbished by Solidaritech solely for sale within socially disadvantaged communities such as asylum seekers and refugees in England & Wales.

3.4 Where Solidaritech sells the Digital Device with pre-installed software, Customer acknowledges and agrees that it is for convenience only and that it is Customer’s responsibility to ensure the Digital Device has appropriate licences for their intended use.

3.5 Where Solidaritech agrees in writing to install bespoke software requested by the Customer, this shall be at additional cost to the Customer. The Customer acknowledges and agrees that licence terms associated with such software are those of the software licence provider and may not be transferable to other users or intended for the Customer or any end user’s purpose. It is the Customer’s responsibility to verify the software licence terms before making a request for installation of software to Solidaritech. Customer shall not hold Solidaritech liable in the event the licence is not transferable after installation or inappropriate for the Customer’s use in any manner whatsoever.

4. Delivery

4.1 Solidaritech shall deliver the Digital Device to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Solidaritech notifies the Customer that the Digital Devices are ready.

4.2 Delivery is completed on the completion of delivery of the Digital Device at the Delivery Location.

4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Solidaritech shall not be liable for any delay in delivery of the Digital Device that is caused by a Force Majeure Event or the Customer’s failure to provide Solidaritech with adequate delivery instructions or any other instructions that are relevant to the supply of the Digital Device.

4.4 If Solidaritech fails to deliver the Digital Device, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Digital Device of similar description and quality available to it, less the price of the Digital Device. Solidaritech shall have no liability for any failure to deliver the Digital Device to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Solidaritech with adequate delivery instructions or any other instructions that are relevant to the supply of the Digital Device.

4.5 If the Customer fails to take or accept delivery of the Digital Device within [three] Business Days of Solidaritech notifying the Customer that the Digital Devices are ready or attempting delivery at the Delivery Location, then, except where such failure or delay is caused by a Force Majeure Event or Solidaritech’s failure to comply with its obligations under the Contract in respect of the Digital Device:

(a) delivery of the Digital Device shall be deemed to have been completed at [9.00 am] on the [third] Business Day after the day on which Solidaritech notified the Customer that the Digital Device were ready]; and

(b) Solidaritech shall store the Digital Device until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.6 If [ten] Business Days after the day on which Solidaritech notified the Customer that the Digital Device were ready for delivery the Customer has not taken or accepted actual delivery of them, Solidaritech may resell or otherwise dispose of part or all of the Digital Device and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Digital Device.

5. Warranty

5.1 Subject to clause 5.2, if:

(a) the Customer gives notice in writing to Solidaritech,

(i) within three days [UG4] of delivery of the discovery of physical damage visible on the packaging and Digital Device indicative of a damage in transit;

(ii) within seven days of delivery of the discovery of physical damage to the Digital Device other than as result of damage in transit as set out in clause 5.1(a) (i); or

(iii) within three months of the date of purchase for any issued with the electronics of the Digital Device;

(b) Solidaritech is given a reasonable opportunity of examining such Digital Device; and

(c) the Customer (if asked to do so by Solidaritech) returns such Digital Device to Solidaritech’s place of business at the Customer’s cost,

Solidaritech shall, at its option, repair or replace the defective Digital Device, or refund the price of the defective Digital Device in full.

5.2 Solidaritech shall not be liable for the Digital Device’ failure to comply with the warranty set out in clause 5.1 if:

(a) the Customer makes any further use of such Digital Device after giving notice in accordance with clause 5.1;

(b) the defect arises because the Customer failed to follow Solidaritech’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Digital Device or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of Solidaritech following any drawing, design or specification supplied by the Customer;

(d) the Customer alters or repairs such Digital Device without the written consent of Solidaritech;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Digital Device differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.3 Except as provided in this clause 5, Solidaritech shall have no liability to the Customer in respect of the Digital Device’ failure to comply with the warranty set out in clause 5.1.

5.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.5 These Conditions shall apply to any repaired or replacement Digital Device supplied by Solidaritech.

6. Title and risk

6.1 The risk in the Digital Device shall pass to the Customer on completion of delivery.

6.2 Title to the Digital Device shall not pass to the Customer until Solidaritech receives payment in full (in cash or cleared funds) for the Digital Device.

7. Price and payment

7.1 The price of the Digital Device shall be the price published on the Website.

7.2 Solidaritech may, by giving notice to the Customer at any time before delivery, increase the price of the Digital Device to reflect any increase in the cost of the Digital Device that is due to:

(a) any factor beyond Solidaritech’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Digital Device ordered; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Solidaritech adequate or accurate information or instructions.

7.3 The price of the Digital Device:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Solidaritech at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Digital Device, which shall be invoiced to the Customer.

7.4 Solidaritech may invoice the Customer for the Digital Device on or at any time after receipt of the Order.

7.5 The Customer shall pay each invoice submitted by Solidaritech immediately on receipt of the invoice from Solidaritech in full and in cleared funds to a bank account nominated in writing by Solidaritech. Time for payment shall be of the essence of the Contract.

7.6 If the Customer fails to make a payment due to Solidaritech under the Contract by the due date, then, without limiting Solidaritech’s remedies under clause 9, Solidaritech shall be under no obligation to deliver or hold the Digital Device for the Customer.

7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. Limitation of liability

8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

8.3 Subject to clause 8.2, Solidaritech’s total liability to the Customer shall not exceed the price paid for the Digital Device.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.5 This clause 8 shall survive termination of the Contract.

9. Termination

9.1 Without limiting its other rights or remedies, Solidaritech may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within [seven] days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

9.2 Without limiting its other rights or remedies, Solidaritech may suspend provision of the Digital Device under the Contract or any other contract between the Customer and Solidaritech if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or Solidaritech reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

9.3 Without limiting its other rights or remedies, Solidaritech may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to Solidaritech all of Solidaritech’s outstanding unpaid invoices and interest and, in respect of Digital Device supplied but for which no invoice has been submitted, Solidaritech shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for [twelve] weeks, the party not affected may terminate the Contract by giving [thirty] days’ written notice to the affected party.

11. General

11.1 Assignment and other dealings.

(a) Solidaritech may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Solidaritech.

11.2 Confidentiality

(a) Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.2(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

11.4 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.5 Waiver

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.6 Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 11.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.7 Notices

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):

Solidaritech: [ADDRESS].

Customer: [ADDRESS]]

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other] next working day delivery service, at [9.00 am] on the [second] Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.8 Third party rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.9 Governing law

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

11.10 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.