Hardware Order Terms and Conditions

1. About these Terms

1.1 These Hardware Order Terms apply to every Hardware Order issued by Comms Protect Ltd, Unit 1 Evans Way, Shotton, Deeside, CH5 1QJ (Company No. 17135846) (the "Supplier").

1.2 All Goods are supplied strictly to business customers. By accepting a Hardware Order, the Customer confirms it is acting in the course of business and not as a consumer.

1.3 These Terms sit alongside the Customer's Main Terms. On the matters these Terms cover, they take priority over the Main Terms. On everything else, the Main Terms continue to apply, including the grant, value and expiry of any Hardware Fund, the Supplier's right to reclaim Incentives on early termination, liability, and dispute resolution.

1.4 Nothing in these Terms reduces any right the Supplier has under the Main Terms.

2. Definitions

In these Terms:

• "Main Terms" means the Supplier's Network-Billed or Direct-Billed Terms and Conditions that apply to the Customer's Order Form under which any Hardware Fund was granted. Where the Customer has no such Order Form, it means the Network-Billed Terms and Conditions.
• "Hardware Order" means an order issued by the Supplier for Goods, either as an order form or by email. It may be paid for from the Customer's Hardware Fund, invoiced to the Customer, or a combination of both. Each Hardware Order forms a separate contract on the version of these Terms in force at its date.
• "Goods" means devices, hardware, equipment and related products supplied by the Supplier.
• "Hardware Fund" has the meaning given in the Main Terms.
• "Business Day" means any day other than a Saturday, Sunday or public holiday in England.
• Other capitalised terms have the meaning given in the Main Terms.

3. Hardware Orders

• 3.1 Goods are ordered by the Customer accepting a Hardware Order issued by the Supplier.
• 3.2 Each Hardware Order will state the Goods (including make, model, specification and colour), the quantities and prices, the delivery address, and whether the Goods are to be paid from the Hardware Fund, invoiced, or a combination of both.
• 3.3 Prices in a Hardware Order are valid for 5 Business Days from issue. If the Hardware Order is not accepted within that period, the Supplier may reissue it at revised prices.
• 3.4 Once accepted, a Hardware Order may not be cancelled or amended except as set out in clauses 6 and 9, or as otherwise agreed in writing by the Supplier.

4. Acceptance and Authority

• 4.1 The Customer may accept a Hardware Order by electronic signature, or by email from an authorised representative of the Customer clearly confirming acceptance. Either has the same effect as a handwritten signature.
• 4.2 The Customer warrants that any person accepting a Hardware Order on its behalf is authorised to commit the Customer, including its Hardware Fund. The Supplier may rely on that acceptance without further enquiry.

5. Payment and the Hardware Fund

• 5.1 The Hardware Fund may only be drawn down by the Customer accepting a Hardware Order that states the amount to be taken from the Hardware Fund.
• 5.2 The Hardware Fund will be reduced by the prices and delivery charges allocated to it in the Hardware Order.
• 5.3 Any Goods, or part of a Hardware Order, not paid from the Hardware Fund will be invoiced to the Customer plus VAT. This includes any amount that exceeds the available Hardware Fund balance. Invoices are payable within 14 days of the invoice date, unless the Hardware Order states that payment is required before dispatch.
• 5.4 The Supplier will account for any VAT due on Goods supplied from the Hardware Fund in accordance with applicable law. Where VAT is chargeable to the Customer, it will be shown on the Hardware Order.
• 5.5 The Supplier will confirm the remaining Hardware Fund balance after each drawdown. That balance is deemed accepted unless the Customer disputes it in writing within 30 days.
• 5.6 The Hardware Fund is not payable in cash and is not transferable to any other person or business.

6. Colour Changes

• 6.1 If a colour chosen in an accepted Hardware Order is not in stock, the Supplier may offer the same make, model and specification in an alternative colour, at the same price.
• 6.2 A colour change takes effect only if the Customer agrees to it by email. Until then, the original colour remains part of the Hardware Order and the item is treated as back-ordered under clause 9.
• 6.3 The Supplier will not change the colour of any item for any other reason, or without the Customer's email agreement.

7. Delivery and Risk

• 7.1 Delivery dates are estimates only, and time of delivery is not of the essence.
• 7.2 Goods may be delivered in separate consignments. Some Goods may be shipped directly by a distributor, manufacturer or Network Provider.
• 7.3 The Supplier is not liable for delays caused by third parties, including any distributor, manufacturer, courier or Network Provider.
• 7.4 Risk passes to the Customer on delivery.

8. Title

• 8.1 Goods supplied wholly from the Hardware Fund pass to the Customer on delivery.
• 8.2 Any other Goods pass to the Customer when the invoiced amount for them has been paid in full. Until then, the Customer shall store the Goods separately, keep them insured, and not dispose of them without the Supplier's consent, and the Supplier may recover the Goods if payment is outstanding.
• 8.3 This clause does not affect the Supplier's rights under the Main Terms to reclaim the value of any Hardware Fund used.

9. Back Orders

• 9.1 The Customer may request cancellation of a back-ordered item that has not yet been dispatched, by emailing the Supplier.
• 9.2 The cancellation is effective only once it has been processed by the Supplier's own supplier (including any distributor, manufacturer or Network Provider) and the Supplier has confirmed acceptance in writing.
• 9.3 If the item is dispatched before the Supplier's supplier processes the cancellation, the item remains part of the Hardware Order unless the Customer refuses it at delivery. Delivery of an item that is not refused fulfils the Hardware Order for that item.
• 9.4 Where a cancellation is accepted, or an item is refused at delivery, the corresponding amount will be restored to the Hardware Fund, or credited or refunded where it was invoiced, once the Supplier's supplier has accepted the item's return. The Supplier may deduct any return or restocking charges made by its supplier.

10. Damaged, Faulty or Incorrect Goods

• 10.1 The Customer must notify the Supplier in writing within 2 Business Days of delivery of any Goods that are damaged, faulty on arrival, or do not match the Hardware Order (including any colour change agreed under clause 6).
• 10.2 After that period, the Supplier will pass on the benefit of any manufacturer's warranty it receives. All implied warranties are otherwise excluded to the fullest extent permitted by law.

11. Device Set-Up

• 11.1 Goods may be pre-configured, enrolled or provisioned (including by eSIM) before or after delivery.
• 11.2 The Customer is responsible for ongoing management of the Goods once they are delivered.

12. Variation and Versions

• 12.1 The Supplier may update these Terms from time to time. The version in force at the date of a Hardware Order applies to that order.
• 12.2 The latest version, and previous versions together with the dates they applied, are available on the Supplier's website.

13. Governing Law

• 13.1 These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.