Return of Goods
We will accept return of goods for the following reasons:
The buyer wishes to cancel but the goods and are in a brand new condition with all the packaging. (subject to a 15% restocking fee)
The goods are dead on arrival and within the 7 day DOA period. Goods that are faulty and are outside the 7 day DOA period please refer to the manufactuer’s warranty terms and conditions.
To arrange a return please call 0808 164 2481 to obtain an returns number.
Terms and Conditions of Sale:
(1) In these Terms & Conditions except where the context requires otherwise, capitalised phrases and expressions shall have the following meanings: ‘Contract’ means any contract between Open IP Ltd and the Customer for the sale and purchase of Goods incorporating these Conditions; ‘Delivery Point’ means the place where delivery is to take place under condition 3; ‘Goods’ means all equipment, spare parts, other goods, repairs or services to be provided to the Customer by Open IP Ltd; ‘Helpdesk’ means the helpdesk in respect of which incidents related to the Goods or other telephone system products supplied by Open IP Ltd may be reported by the Customer; ‘the Customer’ means the person, firm or company purchasing or agreeing to purchase goods or services from Open IP Ltd; ‘these Conditions’ means these Terms & Conditions set out herein; ‘Technical Support Services’ means the technical support services set out in condition 6(1).
(2) All Contracts shall be subject only to these Conditions notwithstanding any variation or attempted variation of these Conditions made by the Customer in its order form or otherwise and save as provided by condition 1 (3) of these Conditions the making of an order by the Customer for the Goods shall for all purposes be deemed to be acceptance by the Customer of these Conditions to the exclusion of any other terms and conditions (including any terms and conditions the Customer purports to apply under any purchase order, specification or other document).
(3) No terms and conditions endorsed or delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
(4) Any brochure in which these Conditions are incorporated shall constitute an invitation to treat by Open IP Ltd and any order placed by the Customer shall constitute an order for Goods incorporating these Conditions made by the Customer which Open IP Ltd in its discretion accepts in writing, or by email, or by telephone or by fax. No cancellation of any order by the Customer shall be valid unless made in writing and accepted in writing by Open IP Ltd.
(5) These Conditions apply to all Open IP Ltd’ sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Open IP Ltd. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Open IP Ltd which is not set out in the Contract. Nothing in this condition shall exclude or limit Open IP Ltd’ liability for fraudulent misrepresentation.
(6) Each order or acceptance of a quotation for Goods by the Customer from Open IP Ltd shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions.
(7) No order placed by the Customer shall be deemed to be accepted by Open IP Ltd until Open IP Ltd has confirmed the order in writing, or by e-mail, or by telephone or by fax or (if earlier) Open IP Ltd delivers the Goods to the Customer.
(8) Any quotation is valid for a period of 30 days only from its date, provided that Open IP Ltd has not previously withdrawn it.
(1) Subject to the warranty contained in condition 7(1), all descriptions, drawings and particulars relating to the Goods in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the Contract.
(2) All representations as to the performance of the Goods are based on information supplied by the manufacturer of the Goods and relate to their performance in normal conditions and when used correctly.
Delivery & risk
(1) The Goods shall be delivered to the location specified by the Customer in the Customer’s order or in the event no location is specified by the Customer at Open IP Ltd’ premises. Delivery of an order shall be completed when Open IP Ltd places the Goods ordered at the Customer’s disposal at the Delivery Point. On delivery of the Goods the Customer shall arrange for the Goods to be signed for.
(2) Unless otherwise expressly agreed, the price shown in the current price list of Open IP Ltd is exclusive of Value Added Tax and except where otherwise specified by Open IP Ltd the cost of packing and carriage shall be charged to the Customer at Open IP Ltd’ rates from time to time in effect.
(3) Any dates specified by Open IP Ltd for delivery of the Goods are intended to be an estimate. If no dates are so specified, delivery shall be within a reasonable time. The time for delivery is not of the essence. Any delay shall not entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 days.
(4) The Goods shall be at the Customer’s risk from the time of delivery by Open IP Ltd.
(5) If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or Open IP Ltd is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Customer (including for loss or damage caused by Niman’s negligence); (b) the Goods shall be deemed to have been delivered; and (c) Open IP Ltd may store the Goods until delivery, whereupon the Customer shall be liable to pay a 15 % handling charge for the care and storage of the Goods.
(6) The Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
(7) If Open IP Ltd delivers to the Customer a quantity of Goods of up to 5% more or less than the quantity accepted by the Customer, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.
(8) Open IP Ltd may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.
(9) Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Customer to repudiate or cancel any other Contract or installment.
(10) Where the Goods are delivered to the Customer’s premises or a third party specified by the Customer, it is the Customer’s responsibility to obtain licences, permits, wayleaves, easements, as are necessary for the delivery of the Goods and otherwise to provide all the necessary access, information to enable delivery.
(11) Open IP Ltd shall have no liability for any failure or delay in delivering an order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under these Conditions.
(12) The quantity of any consignment of Goods as recorded by Open IP Ltd on despatch from Niman’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
(13) Open IP Ltd shall not be liable for any non-delivery of Goods (even if caused by Open IP Ltd’ negligence) unless the Customer gives written notice to Open IP Ltd of the non-delivery within 5 days of the date when the Goods would in the ordinary course of events have been received.
(14) Any liability of Open IP Ltd for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
Property in the Goods
(1) Notwithstanding risk in the Goods passed to the Customer in accordance with condition 3(4) of these Conditions the Goods shall remain the sole and absolute property of Open IP Ltd and title to and legal and equitable ownership of the Goods shall not pass to the Customer until payment is received by Open IP Ltd (in cash or cleared funds) of all monies due from the Customer to Open IP Ltd: (a) in respect of the Goods in respect of the Contract; and (b) all other sums which are or which become due to Open IP Ltd from the Customer.
(2) Until ownership in the Goods has passed to the Customer the Customer shall: (a) hold the Goods on a fiduciary basis for Open IP Ltd; (b) store the Goods (at no cost to Open IP Ltd) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Open IP Ltd’ property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and (d) maintain the Goods in satisfactory condition and keep them insured on Open IP Ltd’ behalf for their full price against all risks to the reasonable satisfaction of Open IP Ltd. On request the Customer shall produce the policy of insurance to Open IP Ltd.
(3) The Customer’s right to possession of the Goods shall terminate immediately if: (a) the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation notified to the Customer in advance, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or (b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between Open IP Ltd and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or (c) the Customer encumbers or in any way charges any of the Goods.
(4) Open IP Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Open IP Ltd.
(5) The Customer grants Open IP Ltd, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
(6) Where Open IP Ltd is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Open IP Ltd to the Customer in the order in which they were invoiced to the Customer.
(7) On termination of the Contract, howsoever caused, Open IP Ltd’ (but not the Customer’s) rights contained in this condition 4 shall remain in effect.
(8) Open IP Ltd may for the purpose of recovering its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
Price & Payment
(1) The price of the Goods shall be the price quoted by Open IP Ltd to the Customer on receipt of an order from the Customer or shall be the price specified in the Customer’s order which is accepted by Open IP Ltd.
(2) Open IP Ltd shall be entitled to deliver an invoice in respect of the price of the Goods at any time on or after delivery of the Goods to the Customer.
(3) All invoices in respect of the Goods shall be paid by the Customer on or by 30 days of their date. No payment shall be deemed to have been received until Open IP Ltd has received cleared funds.
(4) Time for payment is of the essence.
(5) If the Customer fails to pay Open IP Ltd any sum due pursuant to the Contract, the Customer shall be liable to pay interest to Open IP Ltd on such sum from the due date for payment at the annual rate of 2.5% above the base lending rate from time to time of the Royal Bank of Scotland accruing on a daily basis until payment is made, whether before or after any judgment.
(6) If payment should not be made in accordance with this condition 5, Open IP Ltd will be entitled to charge (in addition to interest and or any legal costs ordered by a Court and without prejudice to any other rights or remedies available to Open IP Ltd) the sum of £100 plus VAT by way of liquidated damages and as a contribution to the administrative costs incurred by Open IP Ltd in taking steps to secure payment.
(7) Unless otherwise stated, all payments are to be made in sterling to Open IP Ltd’ address as stated on the invoice.
(8) The price may be increased by Open IP Ltd at its discretion to take account of fluctuations in exchange rates or increases in the cost of the Goods or taxes or otherwise.
(9) The price of the Goods shall be payable by the Customer without any set-off, counterclaim, discount, abatement or otherwise.
Technical Support Services
(1) Open IP Ltd may, in its discretion, deliver advice in relation to problems in respect of the Goods or other telephone system products supplied by Open IP Ltd which are reported to the Helpdesk by employees or staff of the Customer. In respect of such incidents the Helpdesk shall provide advice to employees or staff of the Customer but not to customers of the Customer or end users of the Products. The Customer agrees and acknowledges that the Helpdesk shall have no responsibility to resolve the said incidents and accordingly the Customer agrees that the Helpdesk shall deliver advice to employees or staff of the Customer to assist the said employees or staff in resolving incidents. The Customer further agrees and acknowledges that the Helpdesk may determine that it is not able to provide advice in respect of the incidents reported.
(2) All calls to the Helpdesk shall receive a response within a reasonable period of time during Open IP Ltd’ working hours.
(3) Open IP Ltd shall deliver the Technical Support Services with reasonable skill and care.
(1) Unless otherwise expressly agreed in writing, Open IP Ltd warrants that the Goods supplied shall at the date of delivery be in accordance with manufacturer’s normal designs and specifications current at the date of manufacture or delivery provided always the supply by Open IP Ltd of goods differing from any contractual or pre- contractual specifications or descriptions shall not be a breach of the Contract insofar as the goods are of approximately equivalent performance to the goods referred to in such specifications or descriptions.
(2) Open IP Ltd shall not be liable for a breach of the warranty in condition 7(1) unless: (a) the Customer gives written notice of the defect to Open IP Ltd, and, if the defect is as a result of damage in transit by the carrier on delivery as evidenced by damage to the packing of the Goods, and in any other circumstance within 5 days of the time when the Customer discovers or ought reasonably to have discovered the defect; and (b) Open IP Ltd is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by Open IP Ltd) returns such Goods to Open IP Ltd’ place of business for the examination to take place there.
(3) Open IP Ltd shall not be liable for a breach of the warranty in condition 7(1) if: (a) the Customer makes any further use of such Goods after giving such notice; or (b) the defect arises because the Customer failed to follow Open IP Ltd’ or any manufacturer’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or (c) the Customer alters or repairs such Goods without the written consent of Open IP Ltd.
(4) Subject to condition 7(2) and 7(3) if any of the Goods do not conform with the warranty in condition 7(1) Open IP Ltd shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate by crediting the Customer’s account provided that, if Open IP Ltd so requests, the Customer shall, at the Open IP Ltd’ expense, return the Goods or the part of such Goods which are defective to Open IP Ltd.
(5) If Open IP Ltd complies with condition 7(4) it shall have no further liability for a breach of the warranty in condition 7(1) in respect of such Goods.
(6) Any Goods replaced shall belong to Open IP Ltd and any repaired or replacement Goods shall be guaranteed on these terms.
(7) To be valid, any claim against Open IP Ltd whether in contract or in tort must be brought within 2 years of the date of invoice and any such claim shall be limited to an amount by way of liquidated damages equal to the invoice value of the goods in respect of which the claim is made.
Liability of Open IP Ltd
(1) Subject to condition 3 and condition 5, the following provisions set out the entire financial liability of Open IP Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a)any breach of these Conditions; (b)any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; (c)any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract; (d) any breach of statutory duty; and (e) otherwise arising under the Contract and or these Conditions.
(2) The Customer agrees that it will have no remedy in respect of any untrue statement or representation made to it upon which it relied in entering into the Contract and that its only remedies can be for breach of contract (unless the statement was made fraudulently).
(3) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract
(4) Nothing in these conditions excludes or limits the liability of Open IP Ltd : (a)for death or personal injury caused by Open IP Ltd’ negligence; or (b)under section 2(3), Consumer Protection Act 1987; or (c)for any matter which it would be illegal for Open IP Ltd to exclude or attempt to exclude its liability; or (d)for fraud or fraudulent misrepresentation
(5) Subject to condition 8(4): (a) Open IP Ltd’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; (b) Open IP Ltd shall not be liable to the Customer for loss of income, loss of profit, loss of revenue, loss of anticipated earnings, loss of anticipated savings, loss of business, or loss of goodwill in each case whether direct, indirect or consequential.
Open IP Ltd may by notice in writing served on the Customer terminate any or all Contracts immediately.
(a) if any payment due to Open IP Ltd is overdue for payment within 30 days; or
(b) if the Customer is in material breach of any Contract and, where the breach is capable of remedy, the Customer fails to remedy such breach within 14 days of service of written notice from Open IP Ltd specifying the breach and requiring it to be remedied; or
(c) if the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
Open IP Ltd shall not be liable to the Customer for any failure to perform its obligations due to any circumstances beyond its control (including without limitation strikes, lock-outs, industrial disputes, failure or power supply delays, delays caused by manufacture of the goods, riots, civil disturbances, terrorism, war or war-like activity, embargoes, fire, explosion, flood or natural causes) and in such event Open IP Ltd may elect by written notice to cancel any Contract or elect that the time for performance shall be extended until such time as Open IP Ltd can reasonably effect performance.
If the Customer shall be in breach of any of these Conditions then failure by Open IP Ltd to require the Customer to rectify the same shall not create any assumption that such a breach has been waived by Open IP Ltd. The rights and remedies provided by these Conditions may be waived only in writing in a manner that expressly states that such waiver is intended for, and such waiver shall only be operative with regard to, the specific circumstances referred to. The rights and remedies provided by these conditions are cumulative.
All demands, notices and other communications shall be in writing and addressed to Open IP Ltd at its address shown in invoices delivered by it and to the Customer at the address given by it for delivery of invoices (or as subsequently notified by one to the other in writing) and shall be deemed to be duly given or made by letter 48 hours after being posted by first class postage pre-paid or if delivered by hand at the time of delivery or if given or made by telex when the Sender shall receive the answer back of the person to whom it was sent.
Open IP Ltd may assign the Contract or any part of it to any person, firm or company. The Customer shall not be entitled to assign or otherwise transfer or purport to assign or transfer the Contract or any part of it without the prior written consent of Open IP Ltd.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
Third Party Rights
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
The Contract constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.
Law & Jurisdiction
This 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 English law, and the parties submit to the exclusive jurisdiction of the English courts.