Distribution Terms and Conditions

1. Definitions

“We”, “us” and “our” refer to Charles Square Limited (“CSq”).

“You” and “your” refer to the person, firm or company who offers or agrees to buy Products from us.

The “Price” means the price of Products plus any other charges specified overleaf, quote, invoice or purchase order.

The “Contract” means every agreement between you and us for the sale and purchase of the Products and any other products.

The “Order” means an offer from you to buy the Products described overleaf, or in the quote, invoice or purchase order on the terms and conditions set out herein.

The “Products” means the products described overleaf, quote, invoice or purchase order and agreed on.

2. Terms

These terms and conditions shall apply to the Contract. Any offer, order, acceptance, sale and/or delivery or any conduct in confirmation of any transaction will be subject to these terms and conditions which are the only basis upon which we do business and shall prevail notwithstanding any printed or other conditions referred to in any purchase order or other document prepared by you. No other agreement or understanding of any kind shall vary these terms unless confirmed in writing by one of our directors.

3. Supply of Products

1. We will normally supply Products for which you send us an acceptance email and/or a numbered purchase order in accordance with our current quotation, but we are entitled:
   • (a) to withdraw or cancel a quotation at any time without liability;
   • (b) to delay supply where your credit account is in arrears.
2. Any software comprised in or supplied with our Products is supplied under license from the software owner. You must comply with the licence terms and indemnify us against any breach.

4. Prices

1. Notwithstanding any Price specified, the Price shall be that applicable on the date of acceptance of the quote or purchase order. We reserve the right to increase Prices to take account of increased costs.
2. Prices do not include VAT, insurance, delivery, special packing, alterations or installation unless otherwise specified.

5. Terms of Payment

1. Payment terms are strictly 30 days from invoice date. No deductions or set-offs are permitted.
2. Failure to pay entitles us to suspend deliveries or cancel the Contract without prejudice to damages.

6. Delivery of Products

1. Delivery times are estimates only. Failure to meet them shall not be a breach of contract.
2. We may deliver by instalments; these terms apply to each partial delivery.
3. Risk passes to you upon delivery (or upon leaving our premises if collected).
4. If you cannot take delivery within 7 days of notice, we may store the Products until delivery.
5. If you fail to accept delivery or default on payment, we may cancel subsequent deliveries and you shall compensate us for any loss.
6. You must examine Products on arrival and notify us at distribution@charlessq.co.uk of any damage or short delivery within 7 days. After 14 days, the right to reject is lost.

7. Title

1. Ownership remains with us until payment is received in full. Until then, you act as fiduciary bailee, must protect the Products and not dispose of them.
2. If payment is not made, we may retake possession of the Products, including entry to your premises upon notice.
3. If insolvency events occur, you must inform us immediately. Products in your possession must be delivered to us, and we may enter premises to reclaim them.

8. Warranty of Products

1. Third-party warranties or guarantees are provided by the manufacturer, not by us.
2. You must maintain and use Products properly and only with approved parts.
3. During the warranty period, no attempt should be made to tamper with Products except per our instructions.

9. Conditions in Relation to Products

The following are not included and will be charged separately:

• External electrical work;
• Maintenance of accessories not supplied by us;
• Repairs from transport, power failure, operator error, or alterations not performed by us;
• Maintenance complicated by customer changes;
• Operating outside design specs;
• Cleaning, painting, refinishing, relocations, specification changes;
• Software maintenance (unless agreed);
• Malfunction due to radiation/environmental issues;
• Diagnosis of unrelated environmental problems;
• Overhauls of equipment no longer serviceable due to fair wear and tear;
• Services outside normal working hours unless agreed.

10. Alterations

Only we may carry out alterations or additions to equipment. We accept no liability for unauthorised alterations.

11. Liability

1. (a) We do not exclude liability for death or personal injury caused by our negligence.
   (b) We shall not be liable for loss or damage except as provided in (d).
   (c) We exclude liability for indirect or consequential loss, data loss, or loss of profit, business, goodwill or savings.
   (d) Any liability is limited to the Price paid for the Products.
2. We do not warrant that Products will meet your requirements. Responsibility rests with you.
3. You must back up all software and data. We accept no liability for loss of data.

12. Rights of a Third Party

Nothing in these terms shall confer rights on any third party.

13. Force Majeure

We are not liable for delays or failure caused by circumstances beyond our control, including but not limited to Acts of God, terrorism, war, strikes, power failure or inability to procure materials.

14. Waiver and Severance

1. Any indulgence or failure to enforce terms shall not be deemed a waiver.
2. If any clause is found invalid, the remainder remains valid.

15. Assignment

The Contract is not assignable by you without our written consent.

16. Termination

If you become insolvent, breach the Contract, or are likely to, we may terminate immediately without liability, without prejudice to accrued rights.

17. Governing Law

This Contract is governed by English law and both parties submit to the exclusive jurisdiction of the English Courts.