1. Introduction

1.1. These terms and conditions govern the sale and purchase of products through our website.

1.2. You will be asked to give your express agreement to these terms and conditions before you place an order on our website.

2. Interpretation

2.1. In these terms and conditions:

2.1.1. "we" means Gigatronix Ltd, Zullard House, 4 Downley Road, Havant, Hampshire, PO9 2NJ, registered number 3989729; and

2.1.2. "you" means our customer or prospective customer,

2.1.3. and "us", "our" and "your" should be construed accordingly.

3. Order process

3.1. The advertising of products on our website constitutes an "invitation to treat" rather than a contractual offer.

3.2. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure set out in this Section 3.

3.3. To enter into a contract through our website to purchase products from us, the following steps must be taken:

3.3.1. You must add the products you wish to purchase to your shopping cart, and then proceed to the checkout;

3.3.2. If you are a new customer, you must then create an account with us and log in; if you are an existing customer, you must enter your login details;

3.3.3. Once you are logged in, you must select your preferred method of delivery and confirm your order and your consent to these terms of sale;

3.3.4. You will have the opportunity to identify and correct input errors prior to making your order by reviewing the content of your shopping cart before your order is finalised and proceeds to our payment service provider or your account with us.

3.3.5. You will be transferred to our payment service provider's website, and our payment service provider will handle your payment; and

3.3.6. Once we have checked the order details, for example prices and delivery option selected, and whether we are able to satisfy your order, we will either:

3.3.6.1. send you an order acknowledgement, including the delivery method applied, at which point your order will become a binding contract, or

3.3.6.2. we will confirm by email or telephone that we are unable to meet your order and determine whether to amend to order in a mutually satisfactory manner, or arrange a refund.

3.4. Once the above steps have been taken and your order has become contractual, we shall commence production, assembly and packing as appropriate, in preparation for despatch, so as to satisfy your order.

4. Products

4.1. The following types of products are or may be available on our website from time to time: connectors, cable and cable assemblies.

4.2. We may periodically change the products available on our website, and we do not undertake to continue to supply any particular product or type of product.

4.3. All descriptions and images of the products contained on our website are approximate, for illustrative purposes only and shall not form any part of the contract between us.

5. Prices

5.1. The prices of our products available for ordering via our website are quoted on our website.

5.2. We will from time to time change the product prices quoted on our website, but this will not affect contracts that have previously come into force.

5.3. All amounts stated in these terms and conditions or on our website are stated exclusive of VAT and exclusive of carriage, ie Incoterms EXW.

5.4. Any VAT and delivery charge on your order we will be notified to you before the contract of sale comes into force.

5.5. It is possible that prices on the website may be incorrectly quoted; accordingly, we will verify prices as part of the order process 3.3.6 above, so that a product's correct price will be notified to you before the contract of sale comes into force.

6. Payments

6.1. Unless you have a credit account with us (see 7 below), during the checkout process you must pay the prices of the products you order and delivery charge, plus VAT if appropriate.

6.2. Payments must be made by any of the permitted methods specified from time to time by our payment service provider.

6.3. If you fail to pay to us any amount due under these terms and conditions in accordance with the provisions of these terms and conditions, then we may withhold the products ordered and/or by written notice to you at any time cancel the contract of sale for the products.

6.4. If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

6.4.1. an amount equal to the amount of the charge-back;

6.4.2. all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

6.4.3. an administration fee of GBP 25.00 including VAT; and

6.4.4. our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this 6.4, including without limitation legal fees and debt collection fee;

6.5. For the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 6.

7. Credit accounts

7.1. If we agree to open a credit account for you, you will be able to pay in arrears, in accordance with the provisions of this Section 7.

7.2. If you have a credit account with us, then upon or following the despatch of products, we will send to you an invoice for payment of the price of those products and where applicable delivery. You will pay such invoice within 30 days following the date of our invoice or on the terms we have previously agreed with you, as indicated on the invoice.

7.3. Credit accounts will be subject to such credit limits as we may notify to you from time to time.

7.4. If you do not pay to us any amount properly due under or in connection with these terms and conditions in full and on time, we may:

7.4.1. charge you interest on the overdue amount at the rate of 1.5 % per year above the UK base rate of HSBC Bank Plc, which interest will accrue daily until the date of payment; or

7.4.2. claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998;

7.4.3. without prejudice to our other legal rights or rights under these terms and conditions.

8. Deliveries

8.1. Our policies and procedures relating to the delivery of products are set out in this Section 8.

8.2. We will arrange for the products you purchase to be delivered to the delivery address you specify during the checkout process.

8.3. We will use reasonable endeavours to despatch your products on or before the date for despatch set out in the order confirmation.

8.4. The date of delivery shall be in accordance with the delivery method stated on the order acknowledgement; however, we do not guarantee delivery by this date and we shall not be liable for the consequences of any delay in delivery.

8.5. Unless otherwise agreed with you, we may employ the services of a third party courier company of our choice to undertake the collection from us and transportation and delivery to you.

9. Risk and ownership

9.1. The products you purchase from us will be at your risk from the time of despatch. The Incoterms applicable are Ex-Works [EXW].

9.2. Ownership of a product that you purchase from us will pass to you upon the later of:

9.2.1. delivery of the product; and

9.2.2. receipt by us in cleared funds of all amounts due in respect of the product, including where applicable delivery charges and VAT.

9.3. Until ownership of a product has passed to you, you will possess the product as our fiduciary agent and bailee and you must:

9.3.1 store the product separately from other goods; and

9.3.2. ensure that the product is clearly identifiable as belonging to us.

10. Warranties and representations

10.1. You warrant and represent to us that:

10.1.1. you are legally capable of entering into binding contracts;

10.1.2. you have full authority, power and capacity to agree to these terms and conditions;

10.1.3. all the information that you provide to us in connection with your order is true, accurate, complete and non-misleading; and

10.1.4. you will be able to take delivery of the products in accordance with these terms and conditions.

10.2. We warrant to you that:

10.2.1. we have the right to sell the products that you buy;

10.2.2. the products we sell to you are sold free from any charge or encumbrance, except as specified in these terms and conditions;

10.2.3. you shall enjoy quiet possession of the products you buy, except as specified in these terms and conditions;

10.2.4. the products you buy will correspond to their part number as stated on the order acknowledgement and subject to the limitations in 4.3 above, their description or image published on our website; and

10.2.5. the products you buy will be of satisfactory quality.

10.3. These terms and conditions set out all of our warranties and representations relating to the supply of products hereunder. To the maximum extent permitted by applicable law and subject to 12.1 below, all other warranties and representations are expressly excluded.

11. Breach of product warranty

11.1. If you believe that products you have purchased from us breach any of the warranties set out in 10.2 above, please contact us to discuss the issue and arrangements for the return of the products.

11.2. If products you purchase from us do not conform with the warranties set out in 10.2 above, then you will be entitled to a refund of all amounts paid in respect of those products. Alternatively and subject to availability, we may agree to supply you with replacement products, in which case we will pay the cost of delivering those replacement products to you. In either case we will reimburse you for your reasonable expenses incurred in returning products to us.

11.3. If you return a product in contravention of these terms and conditions, and you do not have any other legal right to a refund or exchange in respect of that product:

11.3.1. we will not refund the purchase price or exchange the product;

11.3.2. we may retain the returned product until you pay to us such additional amount as we may charge for re-delivery of the returned product; and

11.3.3. if we do not receive payment of such additional amount within 14 days of issuing a request for payment, we may destroy or otherwise dispose of the returned product in our sole discretion without any liability to you.

12. Limitations and exclusions of liability

12.1. Nothing in these terms and conditions will:

12.1.1. limit or exclude any liability for death or personal injury resulting from negligence;

12.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;

12.1.3. limit any liabilities in any way that is not permitted under applicable law; or

12.1.4. exclude any liabilities that may not be excluded under applicable law.

12.2. The limitations and exclusions of liability set out in this Section 12 and elsewhere in these terms and conditions:

12.2.1. are subject to 12.1 above; and

12.2.2. govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

12.3. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

12.4. We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

12.5. We will not be liable to you in respect of any loss or corruption of any data, database or software.

12.6. We will not be liable to you in respect of any special, indirect or consequential loss or damage.

12.7. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

12.8. Our aggregate liability to you in respect of any contract to purchase products from us under these terms and conditions shall not exceed the greater of:

12.8.1. GBP 10.00; and

12.8.2. the total amount paid and payable to us under the contract.

13. Order cancellation

13.1. We may cancel any contract made under these terms and conditions immediately, by giving you written notice of termination, if:

13.1.1. you fail to pay, on time and in full, any amount due to us under the contract; or

13.1.2. you commit any breach of the terms of the contract.

13.2. We may cancel a contract made under these terms and conditions by written notice to you if:

13.2.1. you cease to trade;

13.2.2. you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;

13.2.3. a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;

13.2.4. the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or

13.2.5. any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.

13.3. We may cancel a contract to supply a product or products made under these terms and conditions by written notice to you if we are prevented from fulfilling that contract by any event beyond our reasonable control, including without limitation any unavailability of raw materials, components or products, or any power failure, industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, riot, terrorist attack or war.

14. Consequences of order cancellation

14.1. If a contract made under these terms and conditions is cancelled in accordance with Section 13:

14.1.1. we will cease to have any obligation to deliver products which are undelivered at the date of cancellation;

14.1.2. you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products); and

14.1.3. all the other provisions of these terms and conditions will cease to have effect, except 6.4, 7.2 and 7.4 above and Sections 9, 12, 17, 18, 19, 20, 21 and 22 will survive termination and continue in effect indefinitely.

15. Scope

15.1. These terms and conditions do not constitute or contain any assignment or licence of any intellectual property rights.

15.2. These terms and conditions do not govern the licensing of works (including software and literary works) comprised or stored in products.

15.3. These terms and conditions do not govern the provision of any services by us or any third party in relation to the products (other than delivery services).

16. Variation

16.1. We may revise these terms and conditions from time to time by publishing a new version on our website.

16.2. A revision of these terms and conditions will govern contracts made under these terms and conditions at any time following the time of the revision, but will not affect contracts made before the time of the revision.

17. Assignment

17.1. You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

17.2. You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

18. No waivers

18.1. No breach of any provision of these terms and conditions will be waived except with the express written consent of the party not in breach.

18.2. No waiver of any breach of any provision of these terms and conditions shall be construed as a further or continuing waiver of any breach of that provision or any other provision of these terms and conditions.

19. Severability

19.1. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

19.2. If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

20. Third party rights

20.1. These terms and conditions are for our benefit and your benefit, and are not intended to benefit or be enforceable by any third party.

20.2. The exercise of the parties' rights under these terms and conditions is not subject to the consent of any third party.

21. Entire agreement

21.1. Subject to 12.1 above, these terms and conditions constitute the entire agreement between you and us in relation to the sale and purchase of our products and supersede all previous agreements between you and us in relation to the sale and purchase of our products.

22. Law and jurisdiction

22.1. These terms and conditions shall be governed by and construed in accordance with English law.

22.2. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

23. Statutory and regulatory disclosures

23.1. We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

23.2. These terms and conditions are available in the English language only.

23.3. Our VAT number is GB 754 8653 91.

24. Our details

24.1. This website is owned and operated by Gigatronix Ltd.

24.2. We are registered in England and Wales under registration number 3989729 and our registered office is at Zullard House, 4 Downley Road, Havant, Hampshire, PO9 2NJ.

24.3. Our principal place of business is at Zullard House, 4 Downley Road, Havant, Hampshire, PO9 2NJ.

24.4. You can contact us by writing to the business address given above, by email to sales@gigatronix.co.uk or by telephone on 023 92454412.