In these Conditions, the following definitions apply:
Business Days: Monday to Friday (other than a Saturday, Sunday or public holiday) when banks in USA are open for business.
Calendar Days: every day of the week except public holiday.
Conditions: the terms and conditions set out in this document, as amended from time to time in accordance with clause 13.6.
Contract: the contract between technologistca.com and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the individual, firm or company who purchases the Goods from technologistca.com
Force Majeure: has the meaning given in clause 11.
Website: Hnstechinc.com
Catalogue: Goods advertised on the Website.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of Technologist, LLC. quotation or the Customer ’s order as set out in an email or through the Website or communicated over the telephone to technologistca.com.
Specification: any specification for the Goods, including any related plans and drawings that are agreed orally or in writing by the Customer and technologistca.com.
In these Conditions, the following rules apply:
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, including the address of delivery and any applicable Specification submitted by the Customer are complete and accurate.
2.3 Unless otherwise agreed in writing any quotation is valid only for a period of 24-72 hours from its date of issue provided that technologistca.com has not previously withdrawn it by written or oral notice to the Customer.
2.4 The Order shall only be deemed to be accepted when technologistca.com issues a written or verbal acceptance of the Order (acceptance being subject to Technologist, LLC. discretion and availability of the Goods), at which point the Contract shall come into existence. technologistca.com also reserves the right to refuse any Order.
2.5 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 technologistca.com, which is not set out in the Contract.
2.6 Any samples, drawings, descriptive matter, or advertising produced by technologistca.com and any descriptions or illustrations contained in Technologist, LLC. catalogues or brochures 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.
2.7 A quotation for the Goods given by technologistca.com shall not constitute an offer. A quotation shall only be valid for a period of 15 Calendar Days from its date of issue.
2.8 Cancellation of Orders placed by a Customer in a commercial capacity is only accepted at Technologist, LLC. discretion, but will not be accepted where goods are dispatched the same day as the Order is placed. (For the avoidance of doubt, a Customer in a commercial capacity is any Customer purchasing Goods for the purpose of reselling or Customer carrying on as a business.) technologistca.com will only accept cancellation of Orders placed by a Customer who is using the Goods as a consumer in accordance with the Consumer Protection (Distance Selling) Regulations 2000.
2.9 The Customer undertakes that the debit card or credit card or other instrument of payment agreed by technologistca.com, used to purchase Goods, legitimately belongs to them, or that they have the authority to use such means of payment. The Customer further undertakes that sufficient funds will be available to cover the cost of Goods ordered. technologistca.com may verify and validate debit or credit card details before accepting payment.
2.10 Where the Goods are supplied for export from the United Kingdom the provisions of this clause 14 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of these Conditions. The Uniform Laws on International Sales Act 1967 will not apply.
3.1 The Goods are described in Technologist, LLC. Catalogue as modified any applicable Specification.
3.2 To the extent that the Goods are to be manufactured or specially ordered (from the manufacturer) in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Technologist, LLC. 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) suffered or incurred by Technologist, LLC. in connection with any claim made against Technologist, LLC. for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Technologist, LLC. use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Technologist, LLC. reserves the right to amend the Specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1 Technologist, LLC. shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Technologist, LLC. notifies the Customer that the Goods are ready.
4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Technologist, LLC. shall not be liable for any delay or incomplete delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Technologist, LLC. with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 Subject to clause 4.3, if in the unlikely event that Technologist, LLC. is unable to deliver the Goods, the Customer may be offered the opportunity to cancel the Order or select alternative Goods available; and such cancellation of the Order must be stated in writing if the Order was placed in writing.
4.5 If Technologist, LLC. fails to deliver the Goods, due to its own fault, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Technologist, LLC. shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Technologist, LLC. with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to take or accept delivery of the Goods within three Business Days of Technologist, LLC. notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Technologist, LLC. failure to comply with its obligations under the Contract:
4.7 If 10 Business Days after the day on which Technologist, LLC. notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, Technologist, LLC. 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 Technologist, LLC. may deliver the Goods by installments, which may 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 Goods may be subject to minor variations in actual dimensions, Specifications and quantities on delivery. In such a case, the Customer shall allow Technologist, LLC. an agreed and reasonable length of time to provide a replacement and redelivery at Technologist, LLC. expense, of only those Goods affected. The Customer shall be entitled to accept or reject the alternative Goods and should the Customer choose to reject the alternative Goods, they may cancel the Order related only to those Goods affected and shall be entitled to a refund. This will be the sole remedy of the Customer in these circumstances.
5.2 Subject to clause 5.1 the Customer shall not be entitled to reject all the Goods where only part of the Goods are affected, unless the Order is for a single item. The Customer shall also not be entitled to withhold the Goods affected and including the Goods unaffected, as a remedy for any consequential loss or withhold payment of any or all part of the Goods, as a remedy. This does not affect the Customer’s legal rights.
5.3 The Customer shall not be entitled to reject the Goods if Technologist, LLC. delivers up to and including 5% 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
6.1 The warranty period shall be the period as specified by the relevant manufacturer of the brand of the Goods on delivery, which is mostly one year, but can range from 30 days to 10 years. The Goods shall, subject to clause 5.1:
6.2 Subject to clause 6.3, if the Customer gives notice in writing to Technologist, LLC. during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;
6.3 Technologist, LLC. shall not be liable for Goods' failure to comply with the warranty set out in clause 6.1 in any of the following events:
6.4 Except as provided in this clause 6, the Technologist, LLC. shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.
6.5 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 Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by Technologist, LLC..
6.7 Subject to the Consumer Protection (Distance Selling) Regulations 2000, Technologist, LLC. may accept the return for credit of unwanted Goods at its discretion.
6.8 Goods must be returned with the Technologist, LLC. written agreement within seven days of date of delivery and shall be unopened and in perfect resalable condition.
6.9 Goods returned in these circumstances will be subject to a restocking fee of 15% of the sales value of the Goods, or $25.00, whichever is the greater. Technologist, LLC. shall reserve the right to test for any alleged fault found with Goods returned for replacement or credit.
6.10 Terms of return shall be as follows:
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
7.3 Until title to the Goods has passed to the Customer, the Customer shall
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 Technologist, LLC. receives payment for the Goods. However, if the Customer resells the Goods before that time:
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 Technologist, LLC. may have:
Require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored, without notice, in order to recover them.
8.1 The price of the Goods shall be the price set out in the Order, or the Website, or, if no price is quoted, the price set out in Technologist, LLC. published price list in force as at the date of delivery.
8.2 Unless otherwise agreed in writing the currency will be pounds sterling. All bank charges and other expenses in relation to the payment of invoice will be borne by the Customer.
8.3 Standard terms of payment shall be by debit or credit card payable at the point of order. Other terms may be agreed at Technologist, LLC. discretion and in writing.
8.4 Technologist, LLC. may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
8.5 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.
8.6 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 Technologist, LLC., pay to Technologist, LLC. such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
8.7 Technologist, LLC. may invoice the Customer for the Goods before, on or at any time after the completion of delivery. Overnight delivery services will be invoiced at the rates shown on the Website unless agreed otherwise.
8.8 The Customer shall pay the invoice in full and in cleared funds. Payment shall be made in accordance with the terms agreed in writing between Technologist, LLC. and the Customer, to the bank account nominated by Technologist, LLC.. Time of payment is of the essence. The time of payment shall be calculated in Calendar Days.
8.9 If the Customer fails to make any payment due to Technologist, LLC. under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above the Banks of U.S. 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.
8.10 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). technologistca.com 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 technologistca.com to the Customer.
9.1 If the Customer becomes subject to any of the events listed in clause 9.2, technologistca.com 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:
9.3 Without limiting its other rights or remedies, technologistca.com may suspend provision of the Goods under the Contract or any other contract between the Customer and technologistca.com if the Customer becomes subject to any of the events listed in clause 9.2 (a) to clause 9.2 (l), or technologistca.com 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 technologistca.com all of Technologist, LLC. 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.
10.1 Nothing in these Conditions shall limit or exclude the Technologist, LLC. liability for:
2 Subject to clause 10.1:
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 or subcontractors.
12.1 Trade names and marks may not always be indicative of the actual manufacturer of a particular product and may be an indication of systems for general use and machines that may be associated with such products. In the case of components, Customers requiring a part to be manufactured by a particular manufacturer should check in advance of purchase to verify the identity of the component's actual manufacturer.
13.1 Assignment and other dealings.
13.2 The Customer agrees not to approach or employ Technologist, LLC. personnel to work for them in any capacity for a minimum period of six months after such personnel leave the employment of the Technologist, LLC. except with the express written permission of the Technologist, LLC.. In the event that the Customer engages any of the Technologist, LLC. personnel, the Customer shall pay an introduction fee of 26 weeks, or the equivalent, of the engaged person’s remuneration.
13.3 Notices.
13.4 Severance.
13.5 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.
13.6 Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.7 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 Technologist, LLC..
13.8 Governing law.
Subject to clause 13.9, 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 USA.
13.9 Jurisdiction.
Subject to clause 13.9, each party irrevocably agrees that the courts of USA 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 or claims).
13.10 Mediation.
If any dispute arises in connection with this Contract, Technologist, LLC. and the Customer will attempt to settle it by mediation first, in accordance with the USA ADR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by USA ADR. The mediation will take place in USA and the language of the mediation will be English. The Mediation Agreement referred to in the Model Procedure shall be governed by, and construed and take effect in accordance with, the substantive law of USA. If the dispute is not settled by mediation within 14 Business Days of commencement of the mediation or within such further period as the parties may agree in writing, either party may issue legal proceedings in accordance with clauses 13.8 and 13.9.