The Change Organisation Ltd including all subsidiaries and trading divisions thereof (“the Company”)
The customer's attention is drawn in particular to the provisions of clauses 10 and 12
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person, firm or company who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) set out in any Order.
Order: the Customer's order for the Goods as set out in the Supplier’s quotation, the Customer's purchase order form or the Customer's acceptance of the Supplier's quotation as the case may be.
Specification: any specification for the Goods, including any related documentation, plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: The Change Organisation Limited a Company registered in England and Wales with company number 02874305 whose registered office is at Camburgh House 27 New Dover Road Canterbury Kent CT1 3DN.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include,in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
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 trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods 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 the Supplier issues a written acceptance of the Order, invoice or despatches Goods at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement,promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not expressly set out in writing or in the Contract itself.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures or on its website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the period set out in that quotation. Where no period is stated a quotation shall only be valid for 5 Business Days from its date of issue.
3.1 The Goods are described in the quotation as modified by any applicable Specification.
3.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct,indirect or
consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and
expenses) (such costs to be assessed on a full indemnity basis) suffered or incurred by the Supplier in connection with the Contract,
or any breach or alleged breach of the Contract by the Customer, including, but not limited to, any claim made against the Supplier for
actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the
Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by an invoice or delivery note which shows the date of the Order, all relevant
Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods,
where applicable), special storage instructions (if any)and, if the Order is being delivered by installments, the outstanding
balance of Goods remaining to be delivered; and
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the
delivery note. The Customer shall make any such packaging materials available for collection at such times as the
Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time
after the Supplier notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the completion of loading of the Goods at the Supplier’s Premises.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5 The Supplier shall not be liable for any delay in delivery of the Goods.
4.6 If the Customer fails to accept delivery of the Goods within two Business Days of the Supplier notifying the Customer that the Goods
are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its
obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the first Business Day after the day on
which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses
4.7 If 5 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has
not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable
storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any
shortfall below the price of the Goods.
4.8 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 10% more or less than the quantity
of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong
quantity of Goods was delivered.
4.9 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a
separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) are genuine authentic products.
5.2 Subject to clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier within three working days of receipt of the Goods that some or all of
the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given an opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer’s
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage,
commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the
(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(f) the Goods differ from their description or any Specification as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements;
(g) The Customer fails to notify the Supplier of any defector shortage or failure to comply with the warranty in clause 5.1
within three working days of receipt of the Goods; or
(h) in the case of any challenge that the Goods are not genuine or authentic products, the Customer fails, for whatever
reason, to return the Goods to the Supplier’s principal place of business for examination.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with
the warranty set out in clause 5.1.
5.5 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
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6.1 A Product Return Request Form MUST be completed before an RMA number is issued by The Change Organisation Ltd, including a
reason for return. The use of “DOA and Faulty” are Not adequate descriptions.
6.2 A Manufacturer RMA Authorisation Reference is required,if applicable.
6.3 No product will be accepted without a valid RMA Number issued by The Change Organisation Ltd.
6.4 ALL Returns Requests shall be logged with your Account Manager within 5 working days of receipt of goods. If items are delivered
and exhibit damage to the packaging, the consignment MUST resigned for as “damaged” with the courier and RMA requests shall be
supported by photographic evidence.
6.5 For DOA or faulty products covered by a valid warranty,the customer will be directed to the manufacturer to progress their claim.
(a) If it should it be necessary to issue an RMA for faulty or DOA goods then the original RMA request must have been
reported to an Account Manager at The Change Organisation Ltd within 30 days of receipt of goods.
(b) If the RMA request is accompanied by a manufacturer authorisation, then a maximum of 60 days.
(c) The customer shall ensure the removal of ALL private account details and security information (such as passwords and
icloud apps) prior to return. Items received that are not accessible due to any of these features being in place will be
returned to the customer at their cost and RMA will be cancelled.
6.6 All goods should be returned in the original retail packaging along with all the original content and may be subject to a restocking fee.
6.7 Defaced or damaged product/packaging maybe refused or be subject to a restocking fee based upon market re-sale value, at our
6.8 RMA numbers are valid for 14 days from date of issue and under NO circumstances will any return be accepted after this period has
6.9 A credit note will only be issued after an inspection and or testing of the returned item has been completed to our satisfaction. At The
Change Organisation Ltd we are committed to ensuring that where applicable all valid RMA returns will be resolved by either credit or
replacement product within 15 working days.
6.10 All faulty products will be tested either in house or by trained professionals to confirm the faults detailed in the RMA request exist,
unless a Manufacturer RMA is available. If the tests find that the faults are not as stated and/or the hardware is in good working
condition then the customer will be liable for the testing charges and the cost of returning the unit back to the customer.
6.11 Return of correctly supplied non-faulty goods may be refused or be subject to a restocking fee at our discretion. In the case of
specially ordered (non-stock) items, these goods will not be accepted for return unless found to be faulty / DOA.
6.12 If the RMA requirements are complete and correct, The Change Organisation Ltd will provide a prepaid returns label for customer to
ship product back from their business address. The issue of a returns label and an RMA number does not in any way confirm the
RMA will be agreed. If it should transpire that the RMA is invalid the goods will be returned to the customer at their expense including
a charge for the initial return to The Change Organisation Ltd.
7. TITLE AND RISK
7.1 The risk in the Goods shall pass to the Customer on completion of loading of the Goods at the Supplier’s Premises or, in
circumstance where Goods shall be shipped direct to the Customer by the Supplier’s own supplier or suppliers, on completion of
loading of the Goods at that supplier’s premises.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has
supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the
time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.2; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the
Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent;and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the
7.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.2, then,
without limiting any other right or remedy the Supplier may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably
incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the
Goods are stored in order to recover them.
8. PRICE AND PAYMENT
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published
price list in force as at the date of delivery.
8.2 The Supplier may, by giving notice to the Customer at any time up to 1 Business Day before delivery, increase the price of the Goods
to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier'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 Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate
information or instructions.
8.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be
invoiced to the Customer.
8.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT
invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the
8.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.6 Unless expressly stated otherwise in writing in the Contract, the Customer shall pay the invoice in full and in cleared funds within 30
Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is
of the essence.
8.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer
shall pay interest on the overdue amount at the rate of 8%per annum above the Bank of England base rate from time to time. Such
interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Customer shall pay the interest together with the overdue amount.
8.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding(except
for any deduction or withholding required by law). In the event of any legal proceedings the Customer consents to summary judgment
being entered against it in respect of the price of any Goods in favour of the Supplier, together with any legal costs arising out of any
such application on a full indemnity basis. The Supplier may at any time, without limiting any other rights or remedies it may have, set
off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. TERMINATION AND SUSPENSION
9.1 If the Customer becomes subject to any of the events listed in clause 9.2, the Supplier may terminate the Contract with immediate
effect by giving written notice to the Customer.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or
admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts
within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency
Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or
makes a proposal for or enters into any compromise or arrangement with its creditors;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with
the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer
with one or more other companies or the solvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a
notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or
has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(h) a creditor or encumbrance of the Customer attaches or takes possession of, or a distress, execution, sequestration or
other such process is levied or enforced on or sued against,the whole or any part of its assets and such attachment or
process is not discharged within 7 days;
(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an
effect equivalent or similar to any of the events mentioned in clause 9.2(a) to clause 9.2(f) (inclusive);
(j) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its
(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to
adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of
managing his or her own affairs or becomes a patient under any mental health legislation.
9.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other
contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.2(a) to
clause 9.2(l), or the Supplier 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.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding
unpaid invoices and interest.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have
accrued as at termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to clause 10.1:
(a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under
or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract,
whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed
the price of the Goods.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or
delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by
its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other
industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God,
war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict,
malicious damage, breakdown of plant or machinery, nuclear,chemical or biological contamination, sonic boom, explosions, collapse
of building structures, fires, floods, storms, earthquakes,loss at sea, epidemics or similar events, natural disasters or extreme adverse
weather conditions, or default of suppliers, subcontractors or couriers.
(a) The Supplier may vary these terms from time to time to take account of any new legislative or regulatory requirement or
similar matters provided that the Customer is notified of any such variances in writing or by publishing the amended terms
on the Supplier’s website.
(b) It is the policy of the Supplier to continually review its charges, its service provision and standards and the terms upon
which it contracts with Customers in order to maintain a competitive advantage over the other providers within its industry.
The Supplier may make any change to the these terms andconditions at any time if the Supplier believes that the change
is either to the advantage of its Customers or is needed for any one or more of the following reasons (which may relate to
circumstances existing at the time or those which are expected to apply in the near future):
(i) in accordance with its policy of maintaining a competitive advantage over the other providers of similar services
within its industry; or
(ii) to allow the Supplier to make changes to the way in which it manages Customers accounts or credit facilities; or
(iii) as a result of changes to technology or the systems used by the Supplier; or
(iv) for any other reason the supplier shall in its absolute discretion deem fit provided such change is either notified
in writing or by publishing the amended terms on the Supplier's website.
12.2 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage,charge, subcontract 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, 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 the Supplier.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed
to that party at its registered office (if it is a company)or its principal place of business (in any other case) or such other
address as that party may have specified to the other party in writing in accordance with this clause, and shall be
delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address
referred to in clause 12.3(a); 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; if delivered by commercial courier, on the date and at the time that the courier's
delivery receipt is signed; or, if sent by fax or e-mail,two Business Days after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid,legal and enforceable. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part provision
under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith
to amend such provision so that, as amended, it is legal,valid and enforceable, and, to the greatest extent possible,
achieves the intended commercial result of the original provision.
12.5 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver
of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by
law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other
right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other
right or remedy.
12.6 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and
conditions, shall be effective unless it is in writing and signed by the Supplier.
12.8 Indemnity The Customer hereby indemnifies, and shall keep indemnified, the Supplier against all costs and damages (including the
entire legal expenses of the parties on a full indemnity basis) incurred in all future actions, claims and proceedings in connection with
any breach of the Contract.
12.9 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
12.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any
dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes