Terms & Conditions

Proactive UK Limited

General Terms and Conditions and Client Information

GENERAL

1 These terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to our Clients. Please note that we will refer to the terms and conditions below as "these Terms" throughout this document.

1.1.1 Definitions: All references to:

• (a) "Business Days" in these Terms shall mean any day other than: (i) a Saturday, (ii) a Sunday, or (iii) a day which is a bank holiday in England (as set out on www.gov.uk/bank-holidays for bank holidays in England); and

• (b) the "Website" in these Terms are to our website at www.proav.co.uk, including any websites that resolve to this website.

1.2 Why you should read them. Please read these Terms carefully before placing an order with us. These Terms explain who we are, how we provide products to our Clients, how the contract between Proactive and its Client works, what to do if there is a problem and other important information.

1.3 Business and Consumer Clients - Please note that different terms will apply to the contract between you and us depending on whether you are a business or a consumer.

1.3.1 Are you a business or a consumer and which terms apply? Section A of these Terms includes terms which are applicable to both business Clients and consumer Clients. Section B contains terms which are specific for business Clients only. Section C contains terms which are for consumer Clients only. Please note that these terms are separated into different sections as there are different rights for businesses and consumers.

1.3.2 Are you a consumer?

(a) You are a consumer if:

• You are an individual; and

• You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.3.3 If you are not a consumer. If you do not meet the criteria for a consumer set out above at clause 1.3.2, you shall be deemed a business Client and the terms set out at Sections A and Section B shall form the terms of the contract between you and us. The terms set out at Section C SHALL NOT APPLY and shall be expressly excluded from the contract between us.

SECTION A

The terms contained within this Section A shall apply to both consumers and businesses.

1 Information about us and how to contact us

1.1 Who we are. We are Proactive UK Limited, a limited company registered in England and Wales under company registration number 03647770. Our registered office is at Unit 1, Eastman Way, Hemel Hempstead, Hertfordshire, HP2 7DU. Our VAT registration number is GB 697 7472 62.

We shall refer to Proactive UK Limited as "we", "us", "our" or "Proactive" throughout these Terms.

We shall refer to our customer as "you" or the "Client" throughout these Terms.

We may refer to both you and us as the "parties" or individually as a "party" throughout these Terms.

1.2 How to contact us. You can contact us by writing to our customer service team at sales@proav.co.uk or alternatively, please call us on 01442 292929.

1.3 How we may contact you. If we have to contact you, we will do so by writing to you at the email address you provided to us with your order.

1.4 "Writing" includes emails. When we use the words "writing" or "written" in these Terms, this includes emails (but excludes notices served by our business Clients at Section B clause 11.2).

2 Our contract with you

2.1 What will happen when you place an order. How we will accept your order will depend on whether you are a business or consumer Client and the medium through which you have placed your order. Please refer to Section B if you are a business Client or Section C if you are a consumer Client for further information.

2.2 If we cannot accept your order. If we are unable to accept your order, or a request for a particular product within your order, we will inform you of this and will either not charge you for the product or provide a full refund in respect of any particular product(s) which are unavailable. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product, or because we are unable to meet the estimated delivery timescales specified.

We also reserve the right to refuse to accept your order if the contents of the order would violate these Terms.

2.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

2.4 Changing your order. Please check your sales order or order confirmation carefully and let us know if there are any issues. It is your responsibility to check the confirmed details of an order and let us know if there are any errors. If you wish to make a change to the product you have ordered, please contact us immediately. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change, and ask you to confirm whether you wish to go ahead with the change.

2.5 How to tell us about problems. If you have any questions or complaints about a product or your order, please contact us using the contact details at Section A clause 1.2 above. Alternatively, please speak to one of our staff in-store.

3 Our products

3.1 Products may vary slightly from their pictures. The images of the products on our Website and/or brochures/marketing material are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour or surface material of the products. Your product may vary slightly from those images.

3.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our Website and/or brochures/marketing material.

3.3 Minor changes to the products. We may change the product:

3.3.1 to reflect changes in relevant laws and regulatory requirements; and

3.3.2 to implement minor technical adjustments and improvements, for example, to address a security threat. These changes should not affect your use of the product.

3.4 Significant changes to the products. We may make significant changes to the product, but if we do so, we will contact you and you may then contact us to end the contract before you or someone nominated by you takes delivery of, or collects, the product and receive a refund for any products paid for, but not received.

4 Data Protection

4.1 How we may use personal information. We will only use your personal information as set out in our Privacy Policy. If you have any questions in relation to our use of your personal data, please do get in touch using the contact details at Section A clause 1.2 above.

5 Additional Terms

5.1 Nobody else has any rights under this contract. This contract is between you and us. No other person
shall have any rights to enforce any of its terms.

5.2 If a court finds part of this contract illegal, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

5.3 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

5.4 Which laws apply to this contract and where you may bring legal proceedings. Any dispute or claim arising out of or in connection with a contract between you and us 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 the courts of England shall have exclusive jurisdiction to settle any such dispute or claim. If you are consumer, your statutory rights remain unaffected.

Customer service is important to us and we aim to resolve any disputes between Proactive and its Client in an expedient and pragmatic way. Please do contact us in the first instance using our details set out at Section A clause 1.2 to discuss any complaint or issue with either our service or the products provided. Our customer service team will do all they can to help resolve this through our customer complaints process.

6 Battery disposal

6.1 Batteries contain valuable raw materials, which whilst harmful to the environment, can be recycled. Redundant batteries therefore should not be placed in household waste but must be disposed of separately. Our Clients are respectfully requested to take redundant batteries to a suitable battery collection point.

6.2 Batteries subject to disposal are identified by the crossed out wheelie bin, which is printed on the packaging.

6.3 You may return redundant camcorder batteries and other batteries from products purchased from us for proper disposal. Please send a sufficiently stamped parcel containing the words “Battery Disposal” to: Proactive UK Limited, Unit 1, Eastman Way, Hemel Hempstead, Hertfordshire, HP2 7DU.

6.4 Important reference information:

6.4.1 WEE Registration Number: GG0002ZER
6.4.2 Battery Producer Registration Number: BPRN04903

SECTION B

Please note: The terms in this Section B shall only apply to business Clients.

1 Business Terms only

1.1 The terms in this Section B do not apply to our supply of products to consumers. If you are a consumer, the terms at Section A and Section C shall apply. If you are unsure whether you are a consumer or a business, please contact us for further assistance.

2 Business Orders

2.1 Your account. Business Clients shall have the right to apply for a trade account with us. Business Clients will have the ability to place orders through this account electronically, as well as by phone or paper invoice. Proactive shall be under no obligation to accept any request for a trade account, and successful set-up of a trade account shall be at our sole discretion and choice.

Please note that there is no obligation for our business Clients to open an account with us and orders may be placed on a one-off basis as and when required.

2.2 Orders through the Website. If you place and pay for an order directly through the Website (including through your online trade account):

2.2.1 What will happen when you place an order. Shortly after you have placed an order with us, we will send you an order acknowledgement. The order acknowledgement is purely for information purposes and does not constitute acceptance of your order.

2.2.2 How we will accept your order. Our acceptance of your order will take place when we send you an order confirmation email, and which may, for the avoidance of doubt, take the form of a confirmation email or notification from our delivery partner(s) that your order has been despatched or due for delivery, at which point a contract will come into existence between you and us.

2.3 Orders placed outside of the Website: Please note - the terms below only apply to orders placed offline by our business Clients through a member of our sales team (and not through our Website (including through your online trade account) or other automatic order processing service):

2.3.1 Contact us. We appreciate that due to the complexity, size or particular requirements of our business Clients, an order via the Website may not always be suitable. If you would like to place an order or make on order enquiry offline, please contact us using our contact details set out at Section A clause 1.2.

2.3.2 Quotations. A business Client may wish to request a quotation for the purchase of certain products from us in advance of placing a formal order. If you would like a quotation from us, please do contact us with your draft order for our consideration. We reserve the right to restrict the time for which a quotation may be valid, including the products and price specified on any quotation. You will be informed of any restricted timeframe on receipt of the quotation. On expiry of this timeframe, the quotation shall no longer be valid and you will need to apply for a new quotation if you wish to place an order (even if the products requested are the same).

2.3.3 Purchase Orders. You shall ensure that any purchase order is on the same terms as any quotation and is made in accordance with the terms of the quotation (except to the extent that we have agreed in writing to the contrary). If we supply you with the products, then such provision shall be only on the understanding that any differences between your purchase order and our quotation (which shall take precedence) shall have no effect unless we expressly agree otherwise in writing.

2.3.4 Sales Order. On receipt of your purchase order, we will issue you with a sales order confirming the product(s )to be supplied to you and the price for the product(s).

2.3.5 Our contract. The contract between us shall be legally formed and you and we shall be legally bound on the earlier of:

(a) despatch of our sales order and/or invoice (whichever is the earliest) to you confirming the terms on which you and we have agreed to proceed; or
(b) delivery of some or all of the products agreed in the sales order or (if earlier) us informing you that those products are ready for collection.

Notwithstanding any timeframe stipulated in any relevant quotation for placing an order with us, the contract between you and us shall only be formed and accepted in accordance with Section B clauses (a) or (b) above. Each of you and we may decline to enter into a contract for any reason until the contract is formed according to Section B clauses (a) or (b) above .

2.4 It is your responsibility to ensure that any quotation, online order, sales order and/or invoice is complete and accurate, and to point out to us anything which is incomplete or inaccurate.

2.5 Each legally binding order constitutes a separate contract. There may be more than one contract between you and us in force at the same time.

3 Delivery

3.1 Delivery or collection. We offer our business Clients the option to collect or have their products delivered. Collection or delivery of certain products may be restricted for practical or service line reasons and will be communicated to you on confirmation of your order. If you select to collect any product(s) from us, please note that collection of any product(s) shall be deemed successful "delivery" by us as at the time and date of collection.

3.2 Delivery costs. The costs of delivery will be as displayed to you on our Website or in your quotation or sales order (as applicable).

3.3 Delivery timescales. All delivery dates are estimates only, and time for delivery shall not be of the essence. Any timeframe for delivery in a previous contract shall be no indication of the timeframe for delivery in any subsequent contract. We shall use reasonable endeavours to perform our obligations under these Terms within any timescales agreed between you and us in writing, including on any sales order, but we shall not have any Liability for any delays or failure to accurately perform our obligations:

3.3.1 if we have used those endeavours; or

3.3.2 if caused by any failure or delay by you or your agents, staff, officers, employees and contractors or customers or by any breach by you of these Terms or any other contract between you and us.

3.4 Partial delivery or performance shall be permitted. We shall deliver and provide the products in instalments. Unless otherwise agreed in writing, we may charge or invoice you for products, notwithstanding that we have not yet delivered all the products (for example, we shall charge for all products upfront in relation to all orders placed through our Website). Delay, default or non-delivery of any instalment by us shall not entitle you to cancel or terminate, and shall not affect the remainder of these Terms.

3.5 Delivery location and accessibility. Where we deliver the product(s) to you, we shall deliver to the nearest entrance to the delivery address and at ground floor level only. It is your responsibility to get the product(s) from that point to any other part of the delivery address. You shall provide or procure the provision of the delivery vehicle with reasonable access to park and deliver, or give us or our nominate delivery provider sufficient notice for reasonable arrangements for making deliveries.

3.6 Proof of delivery. You may be asked to sign a delivery or installation note and other documentation upon delivery or installation of the products. The signing of any such documentation shall be evidence that the products have been delivered or installed (as the case may be) and in the quantities stipulated in the documentation. You shall inspect the product(s) and packaging for any obvious damage (including the sound of broken material) and make a note of any obvious damage when signing, and in any event report any obvious damage present on delivery to us in accordance with Section B clause 5.6.

3.7 Risk. All risk in the product(s) shall pass to you upon delivery, provided that where delivery is delayed due to your request or breach by you of your obligations under these Terms, risk shall pass at the date when delivery would have occurred but for that request or breach.

3.8 Insurance. You shall keep the product(s) fully insured on our behalf with a reputable insurance company to our reasonable satisfaction for their full price against all risks of loss or damage from the time when the risk passes to you until property passes in accordance with Section B clause 4.1. On request, you shall produce the policy of insurance to us. If the product(s) are lost, damaged or destroyed, you shall hold the proceeds of insurance for and to the order of Proactive pending payment in full.

3.9 Delivery or collection failure. If collection, delivery or installation of the product(s) is delayed or obstructed through your default or breach of these Terms, or if you decline or delay in accepting or taking delivery or receipt or installation of the product(s), then (subject to Section B clause 6.2) we shall not have any Liability as a result and we may (without prejudice to any other right or remedy available to it) do all or any of the following:

3.9.1 charge a re-delivery or re-installation fee;
3.9.2 charge a reasonable storage fee for the product(s);
3.9.3 sell the product(s) for our account;
3.9.4 cancel the contract between us as regards any products that remain to be delivered or
installed or performed; and
3.9.5 require you to indemnify us for any and all losses, liabilities, claims, proceedings, judgments,
damages, demands, actions, costs, charges, expenses, penalties and fines suffered or incurred by Proactive (or its agents, employees, contractors or consultants) as a result of you declining or delaying.

3.10 International deliveries. Where delivery or installation is not to the United Kingdom, you shall be responsible for complying with all applicable laws, regulations and codes of practice governing the importation, installation and use of the product(s) into the country of destination and for payment of any duties or levies thereon.

4 Title

4.1 Notwithstanding collection or delivery (or installation), title to and ownership of the product(s) shall not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of:

4.1.1 the product(s); and
4.1.2 all other sums which are or which become due to us from you on any account;
("Payment").

4.2 Until Payment, you shall:

4.2.1 hold the product(s) on a fiduciary basis as our bailee;
4.2.2 hold the product(s) in good, saleable condition;
4.2.3 keep an up-to-date list of the location of our property and present this to us upon request; 4.2.4 store the product(s) separately from other goods or in any way so that they remain readily
identifiable as our property; and
4.2.5 not destroy, deface or obscure any identifying mark or packaging on or relating to the
product(s).

4.3 Resale. You may resell the product(s) before Payment solely on the following conditions:

4.3.1 any sale shall be effected in the ordinary course of your business at full market value;
4.3.2 any such sale shall be a sale of our property on your own behalf and you shall deal as
principal when making such a sale;
4.3.3 you shall keep the proceeds of sale separate from any money or property of you or third
parties; and
4.3.4 you shall still be responsible for paying to the full value of the Payment. If we require, you
shall authorise and direct such third party buyer to pay to us a like part of the sum due to you in respect of the product(s) sold and assign to us such part of the debt owed to you by the third party.

4.4 Mixed goods. If the products are attached to or incorporated into or mixed with any other materials or goods or substances or used in any manufacturing process, the property in the new material or good or substance shall vest in us until Payment in the proportion of the value of the product(s) to the other constituent elements.

4.5 Recovery and possession. We may, at any time until title passes under this clause 4, without notice recover possession of the products which are our property. We may also require you at your cost, within three days of our request, to deliver up to us or make available to us for collection from a single accessible collection point as we require all products which are our property. You hereby grant, or procure the grant, to us for us and our agents, staff, officers, employees and contractors an irrevocable licence to enter for that purpose any premises then occupied by or in the ownership or possession of you or your direct or indirect customer. You shall indemnify us against all claims, losses, damages, liabilities, costs and expenses so arising in exercising its rights under this Section B clause 4.5.

4.6 Recovery and payment. We shall be entitled to recover payment for the products notwithstanding that ownership of any of the products has not passed from us.

4.7 Termination and continuation of our rights. On termination or expiry of the contract between us, howsoever arising, our rights contained in this Section B clause 4 shall remain in effect.

5 Warranty

5.1 Warranty period. Subject to the rest of this Section B clause 5, we warrant that for a period of[12 months from the date of delivery (unless otherwise agreed in writing between us, including in line with a manufacturer's guarantee under Section B clause 5.9):

5.1.1 as at delivery, the product(s) shall be free from material defects in design, workmanship and materials and conform to the specification for the product(s); and
5.1.2 we shall deliver the product(s) undamaged and in the quantities agreed in your sales order or order confirmation (as applicable).

5.2 Order specific. We are not responsible for any services or product(s) unless expressly stipulated in the contract between you and us that we will provide them. Except for any matter upon which we specifically agree in writing with you to advise or do, we shall not have any Liability for advising on, or failing to advise on, or doing, or failing to do, anything else (including on any laws, rules, regulations, bye-laws or codes of practice).

5.3 Checking for damage. You shall check the product(s) for obvious damage immediately on delivery. We shall at our option replace, repair or provide a refund for products that are lost or damaged in transit to the place of delivery. We shall not have any Liability for loss of or damage to products in transit or on delivery to the point of delivery unless you inform us by telephone within 24 hours of delivery, and in writing within five Business Days:

5.3.1 after the expected date of delivery or receipt that you have not received the correct product(s) at all or in full; or

5.3.2 after receipt that the products have any damage as would be obvious from such inspection as us would reasonably expect; and also
unless you provide us with our delivery note number, order number and such other information and documentation as we reasonably require at the same time as the notice.

5.4 Repair, replace and refund options. Subject to Section B clauses 5.6 and 5.9, we shall at our option:

5.4.1 replace or repair or re-perform; or
5.4.2 repay an appropriate portion of the purchase price of; or
5.4.3 provide a credit note in respect of a reasonable part of;

the delivered products which are not in conformance with the warranty set out in Section B clause 5.1.

5.5 Individual requirements excluded. We shall not have any Liability for providing products to the extent caused by our compliance with and reliance on your specifications, instructions or requirements.

5.6 Warranty limitations. Our Liability for defective or damaged products is subject to:

5.6.1 you informing us in writing of any claim promptly upon discovery of the defect or damage, and in any event within five Business Days of discovery, specifying with reasonable detail the way in which it is alleged that the products do not conform to the contract between you and us;
5.6.2 you having provided us with our delivery note number and such other information and documentation as we reasonably require at the same time as the information in Section B clause 5.6.1;
5.6.3 you showing to our reasonable satisfaction that the defect or damage is solely attributable to our (or our manufacturer's) defective design, materials or workmanship in the products and not: (a) wear or tear from normal use; or (b) any installation by anyone after delivery by us (or our nominated delivery provider); or (c) the combination, incompatibility, attachment, affixation, incorporation or mixing of the product(s) with any other goods, products, materials or substances;
5.6.4 the product(s) having not been: (a) misused or subjected to neglect, improper or inadequate care or carelessness (including being dropped or knocked); or (b) involved in any accident or attempt at repair, replacement, alteration, change or modification except by or on behalf of us or as approved by us or in accordance with our instructions; or (c) dealt with or installed (except by us or our subcontractor) or used or stored contrary to good trade practice or any oral or written instructions, advice or recommendation of us (including in the product instruction booklet or any installation instructions provided on or before delivery);
5.6.5 you having paid for the product(s) in full;
5.6.6 you holding the product(s) safely and securely in good condition; and
5.6.7 you promptly allowing and procuring for us (or our representatives or manufacturers) the opportunity to have access to and inspect the product(s).

5.7 Business Client warranty only. The warranty contained in this Section B clause 5 is specifically limited to our business Clients only. No warranty is made to any other person, whether subsequent buyer or user or customer, or to any bailee, licensee, assignee, employee, agent or otherwise.

5.8 Invalid claims. If you make an invalid claim under the warranty, we may charge you for our fees and costs of examining, storing, repairing and replacing and re-performing the products, and dealing with the claim and removing and delivering the products.

5.9 Manufacturer Guarantee. Where the products are supplied with a guarantee from the original manufacturer, we will (where relevant and where possible) assign or transfer the rights under that guarantee to you. To the extent that you have a guarantee from the manufacturer of the product(s), you shall fully exhaust all your rights and remedies under that guarantee before any claim is made against us under this Section B clause 5, and if that guarantee is reasonable, you shall have no greater or longer claim or right or remedy under this Section B clause 5 against us than is offered under that guarantee by the manufacturer.

5.10 Except where expressly provided for within this contract, we exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law.

6 Liability

6.1 This Section B clause 6 prevails over all other clauses in Section B and sets forth the entire Liability of
Proactive, and the sole and exclusive remedies of you, in respect of:

6.1.1 performance, non-performance, purported performance, delay in performance or mis- performance of this contract or of any goods or services in connection with this contract; or
6.1.2 otherwise in relation to this contract or entering into this contract.

6.2 Proactive does not exclude or limit its Liability for:

6.2.1 fraud; or
6.2.2 death or personal injury caused by Negligence; or
6.2.3 any breach of the non-excludable obligations implied by law as to having title to supply
goods; or
6.2.4 any other Liability which cannot be excluded or limited by applicable law.

6.3 Subject to Section B clause 6.2, Proactive does not accept and hereby excludes any Liability for Negligence other than any Liability arising pursuant to the terms of the contract between you and Proactive.

6.4 Subject to Section B clause 6.2, Proactive shall not have any Liability in respect of any:

6.4.1 indirect or consequential losses, damages, costs or expenses;
6.4.2 loss of actual or anticipated profits;
6.4.3 loss of contracts;
6.4.4 loss of use of money;
6.4.5 loss of anticipated savings;
6.4.6 loss of revenue;
6.4.7 loss of goodwill;
6.4.8 loss of reputation;
6.4.9 ex gratia payments;
6.4.10 loss of business;
6.4.11 loss of operation time;
6.4.12 loss of opportunity; or
6.4.13 loss of, damage to or corruption of, data (except to the extent that we specifically have a responsibility to prevent loss of, damage to or corruption of, data under the contract between you and Proactive);

whether or not such losses were reasonably foreseeable or Proactive or its agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, Section B clauses 6.4.2 to 6.4.13 apply whether such losses are direct, indirect, consequential or otherwise.

6.5 Subject to Section B clause 6.2, the total aggregate Liability of Proactive for all causes of action arising out of or in connection with all claims in aggregate (including warranty claims and losses relating to the breach of warranty) shall be limited to 110% of the total sums paid and total other sums payable (in aggregate) by you to Proactive under the contract between you and us in respect of the particular products for which there are such claims.

6.6 The limitation of Liability under Section B clause 6.5 has effect in relation both to any Liability expressly provided for under these Terms, and to any Liability arising by reason of the invalidity or unenforceability of any term of the contract between you and us.

6.7 In this Agreement:

6.7.1 "Liability" means liability in or for breach of contract (including liability under any indemnity), tort (whether deliberate or not), Negligence, breach of statutory duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with the contract between you and us, including liability expressly provided for under the contract between you and us or arising by reason of the invalidity or unenforceability of any term of the contract between you and us (and for the purposes of this definition, all references to "the contract between you and us" shall be deemed to include any collateral contract); and
6.7.2 "Negligence" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).

7 Fee

7.1 Time for payment. You shall pay to us the price for the products (including delivery and other specified sums) set out on the Website or any sales order or invoice. Time for payment shall be of the essence.

7.2 Advance payment. Where we require a particular part of the price to be paid in advance of delivery of the product(s), delivery of the product(s) is conditional on us first receiving the advanced part of the price and any other sums due in cleared funds in full from you.

7.3 Time of invoice. Unless otherwise stipulated in the quotation, or in writing between us, for part or all payment of the price to take place after delivery (in which case, we may invoice on delivery, or making available for collection, of the products (or part of them)), we may issue the invoice to you for the price (or the relevant part) and other sums due in connection with the price upon receipt of the sales order (or immediately for online orders prior to order confirmation). Payment for orders placed outside of the Website shall be made within 30 days of the date of invoice.

7.4 Credit payments. Subject to Section B clause 7.2, unless otherwise provided by us in writing that you have been given any credit terms, you shall pay us in full for any sums due under these Terms receipt of a sales order (or subsequent invoice, as the case may be) or placing an order on our Website. To the extent that we have given you credit terms in writing from time to time, you shall pay us in full for any sums due under these Terms by the end of the month following the month of the invoice date (or such other period as we may stipulate in writing).

7.5 Credit account. We may stipulate in writing a total credit limit for you from time to time. If there are any amounts due or owing from you to us under any agreement between you and us (including under these Terms) in aggregate in excess of the total credit limit, we may withhold delivery or making available for collection certain products until you pay such sum to us so as to reduce the amounts due or owing below the credit limit.

7.6 Tax. The price and all sums due under these Terms are exclusive of any VAT or other duties or taxes (if applicable) which shall be payable in addition at the same time as payment of the price and other sums due.

7.7 Payment method. You shall pay us by any payment method reasonably stipulated by us.

7.8 Currency. Unless otherwise stipulated in these Terms or agreed in writing between you and us, payment shall be in the currency in force in England from time to time.

7.9 Payment in full. Payment shall be deemed made when we have received cleared funds in full. Payment of all sums due to us under these Terms shall be made by you in full without any set-off, deduction or withholding whatsoever.

7.10 Late payment. If you are late in paying any part of any monies due to us under these Terms or any other agreement between you and us, we may (without prejudice to any other right or remedy available to us whether under these Terms or by any statute, regulation or bye-law) do any or all of the following:

7.10.1 charge interest on the amount due but unpaid at the annual rate of interest set under Section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and
7.10.2 recover our costs and expenses and charges (including legal and debt collection fees and costs) in collecting the late payment; and
7.10.3 sell or otherwise dispose of any products which are the subject of any sales order or order confirmation, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment; and
7.10.4 suspend the performance of these Terms and any other agreement between you and us until payment in full has been made.

8 Term and Termination

8.1 Term. The contract between you and us shall commence when it becomes legally binding in accordance with Section B clauses 2.2.2 or 2.3.5 and, unless terminated earlier by either you or us exercising any right of termination as set out in these Terms, shall continue in force until the later of:

8.1.1 you having paid the price for all products in an order and all sums in full; or
8.1.2 us having despatched all the products to you.

8.2 Termination for cause. Either you or we may terminate the contract between you and us immediately by notice to the other if:

8.2.1 the other party is in persistent breach of any of its obligations under these Terms or any other agreement between you and us; or
8.2.2 the other party is in material breach of any of its obligations under these Terms or any other agreement between you and us which is incapable of remedy; or
8.2.3 the other party fails to remedy, where capable of remedy, any material breach of any of its obligations under these Terms or any other agreement between you and us after having been required in writing to remedy such breach within a period of no less than 30 days; or
8.2.4 (in any event) the other party (being you) is at least 10 Business Days' late in paying any sum due under these Terms; or
8.2.5 the other party gives notice to any of its creditors that it has suspended or is about to suspend payment or if it is or shall be unable to pay its debts as they come due, or enters into any compromise or arrangement with any of its creditors (other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party), or an order is made or a resolution is passed for the winding-up of the other party or an administration order is made or an administrator is appointed to manage the affairs, business and property of the other party or a receiver or manager or administrative receiver is appointed in respect of all or any of the other party's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or administrative receiver or administrator or which entitle the court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt in any jurisdiction; or
8.2.6 the other party (being you) is subject to an adverse or decline in financial status or credit rating or credit status by our bank or credit status organisation or credit insurer.

8.3 Suspension of the contract between us. The relevant party may elect in its absolute discretion to suspend these Terms instead of, or prior to, terminating under Section B clause 8.2 if the circumstances arise as described in Section B clause 8.2.

8.4 Accrued rights. Termination or expiry of the contract between you and us shall be without prejudice to any accrued rights or remedies of either party.

8.5 Continuation of specified terms. Termination or expiry of the contract between you and us will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination or expiry.

8.6 Effect of termination or expiry. Upon termination or expiry of the contract between you and us for any reason:

8.6.1 we shall cease to perform these Terms; and
8.6.2 all outstanding fees and any other sums shall become immediately payable, whether
invoiced or not.

9 Re-stocking

9.1 This Section B clause 9 applies in respect of products which have been delivered in accordance with these Terms, but where you would like to return them to us.

9.2 At our absolute discretion and subject to any conditions that we may stipulate from time to time, we may within 28 days of delivery of the products accept their return or the cancellation of the contract between us (or part of it) after delivery, upon payment of a minimum re-stocking or cancellation fee of 25% of the price plus delivery/collection charges for the cancelled products.

9.3 We will not, however, agree to you cancelling the contract between you and us or returning the products under this Section B clause 9 if:

9.3.1 the products have been damaged, modified or in any way changed or altered after delivery; or
9.3.2 instalment has commenced in respect of them; or
9.3.3 the products have been ordered or made specifically your requirements; or
9.3.4 the boxes or packaging containing the products are damaged or not full; or
9.3.5 the products are in a form that makes it difficult to re-sell them without us incurring additional cost or loss.

9.4 If we agree to part or full cancellation, you shall (at our sole discretion) wither re-deliver the products or make them available for collection in accordance with the timeframes and manner and packing that we or our nominated delivery provider reasonably requires (including, without limitation, for delivery of large or heavy items to our main warehouse and not to a showroom). We may also charge a transport fee for collecting the cancelled products from you.

10 Force Majeure

10.1 Save for obligations in respect of payment of the price (and any other sums due under these Terms), neither party shall have any Liability for any breach, hindrance or delay in the performance of the contract between you and us attributable to any cause beyond its reasonable control including any act of God, actions or omissions of third parties not in the same group as the party seeking to rely on this clause (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, seizure or forfeiture, breaking off of diplomatic relations or similar actions, national emergencies, actual or threatened or suspected terrorism, nuclear, chemical or biological contamination, sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, unusual traffic volumes, unusual travel restrictions, pandemic, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions (including cold, heat, wind, rain, snow, ice or fog), loss at sea, earthquake, volcano, ash cloud, natural disaster, accident, mechanical breakdown, third party software or infrastructure or communications, cyberattack, collapse of building structures, failure of plant machinery or machinery (other than used by the relevant Party) or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.

10.2 Each of the parties agrees to inform the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

10.3 The performance of each party's obligations shall be suspended during the period that the circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay.

10.4 Each party shall bear its own costs incurred by the Event of Force Majeure.

10.5 Should any performance of obligations be delayed under this Section B clause 10, each party shall nevertheless accept performance as and when the other shall be able to perform.

10.6 If the Event of Force Majeure continues without a break for more than one month, either party may terminate the contract between you and us effected by the Event of Force Majeure immediately by notice to the other, in which event neither party shall have any Liability by reason of such termination.

10.7 If we have contracted to provide identical or similar products to more than one customer and are prevented from fully meeting our obligations to you by reason of an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.

11 General

11.1 Confidentiality

11.1.1 Both you and we shall each keep confidential and shall not, without the prior consent in writing of the other, disclose to any third party any technical or commercial information which either you or we have acquired from one another as a result of discussions, negotiations and other communications between you and us relating to our products and/or any order, quotation, sales order or invoice.

11.2 Notices:

11.2.1 Any notice required or authorised to be given under these Terms shall be in writing and served by personal delivery or by recorded delivery or by overnight commercially recognisable courier addressed to the relevant party at its registered office address or at such other address as is notified by the relevant party to the other party for this purpose from time to time or at the address of the relevant party last known to the other party.
11.2.2 Any notice so given by recorded delivery or overnight commercially recognisable courier shall be deemed to have been served two Business Days after the same shall have been despatched and in proving such service it shall be sufficient to prove that the letter was properly addressed or numbered and signed for by the intended recipient.

11.3 Entire Agreement and exclusion of all other terms:

11.3.1 These Terms apply to our supply of all products to you. The giving by you of any delivery instruction or the acceptance by you of delivery or collection of the products shall constitute unqualified acceptance by you of these Terms.

11.3.2 Save as expressly provided herein, these Terms (together with any documents referred to in it) shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between you and us hereto preceding the date of the contract between you and us and in any way relating to the subject matter of the contract between you and us and to the exclusion of any representations, statements, promises or warranties not expressly stated herein except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Each party acknowledges that it has not entered into these Terms based on any representation, statement, promise or warranty that is not expressly incorporated into the contract between us.

11.3.3 These Terms (together with any documents referred to in it) constitutes the whole agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein and shall constitute the contract between you and us.

11.3.4 Subject to Section B clause 11.3.2, all materials and other particulars furnished by us to you prior to the quotation, sales order/invoice or order confirmation or in our sales or marketing materials or other documents (including our catalogues, trade literature, brochures, quotations, price lists or Website) or made orally or by demonstrations or sample by us to you are given for general information and indicative purposes only, and you acknowledge that you are not entering into the contract between you and us in reliance upon any such materials or other particular (except to the extent that such materials or particular forms part of these Terms as agreed between you and us in writing).

SECTION C

Please note: The terms in this Section C shall only apply to consumer Clients.

1 Consumer Orders

1.1 Online orders only. We only accept orders for products from consumers through our Website. We do not offer an account facility for our consumer Clients. If you cannot place an order through the Website, please contact us using the details at Section A clause 1.2.

1.2 What will happen when you place an order. Shortly after you have placed an order with us, we will send you an order acknowledgement. The order acknowledgement is purely for information purposes and does not constitute acceptance of your order.

1.3 How we will accept your order. Our acceptance of your order will take place when we send you an order confirmation email, and which may, for the avoidance of doubt, include confirmation from our delivery partner(s) that your order has been despatched or due for delivery, at which point a contract will come into existence between you and us.

2 Price and payment

2.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price as set out on the Website. We take all reasonable care to ensure that the price of the product advised to you is correct. However, please see Section C clause 2.2 for what happens if we discover an error in the price of the product you order.

2.2 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. If the product's correct price at your order date is different than the price stated to you, we may contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any products provided to you.

2.3 When you must pay and how you must pay. All payments are to be made through the Website through one of our third party payment providers as specified to you on the payment page of the Website prior to placing the order. You must pay for the products in full before we will dispatch them.

2.4 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us immediately to let us know.

3 Delivery

3.1 Delivery costs. The cost of delivery will be as displayed to you on our Website.

3.2 When we will provide the products. During the order process, we will let you know when we expect to provide the products to you. The estimated date for delivery will be confirmed in your order acknowledgement and/or confirmation and subsequent delivery notification from our nominated delivery provider. We will deliver the products to you as soon as reasonably possible, and in any event, within 30 days after the day on which we accept your order, unless otherwise agreed with you (or we notify you of a change of delivery or date of delivery over the 30 day timeframe from the date of order and this is accepted by you). Failure to end the contract between us after notification of a delay in delivery or extended delivery time over the 30 day period shall be deemed acceptance by you of any delayed or extended delivery timeframe.

3.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be responsible for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end the contract and receive a refund for any products you have paid for but not received.

3.4 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours (which are set out on our Website) or at a pre-set time agreed between you and us.

3.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, our nominated delivery company will leave you a note informing you of how to rearrange delivery or collect the products from a local depot. If you provide our nominated delivery provider with delivery instructions to leave the product(s) in a safe place without a signed proof of delivery, we shall have no responsibility for loss or damage to the products from the time of delivery.

3.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection, we may end the contract and Section C clause 6 will apply.

3.7 When you become responsible for the goods. A product will be your responsibility from the time we deliver the product to the address you gave us, or you or a carrier organised by you collect it from us.

3.8 When you own the goods. You own a product which is goods once we have received payment in full.

3.9 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example, your address for delivery and contact details. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information when placing an order (including at any time after this), we may either end the contract (and Section C clause 6 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

3.10 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:

3.10.1 deal with technical problems or make minor technical changes;

3.10.2 update the product to reflect changes in relevant laws and regulatory requirements; or

3.10.3 make changes to the product as requested by you or notified by us to you.

3.11 Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 30 days from the order date, and we will refund any sums you have paid in advance for the product.

4 Your right to end the contract

4.1 When you can end your contract with us. The scope of your rights to end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

4.1.1 If what you have bought is faulty or misdescribed, you may have a legal right to end the contract (or to get the product repaired or replaced or all of your money back), see Section C clauses 5.1.2, 5.2 and 5.4;

4.1.2 If you want to end the contract because of something we have done or have told you we are going to do, see Section C clauses 4.2, 5.2 and 5.4; or

4.1.3 If you have just changed your mind about the product, see Section C clauses 4.3, 4.4 and 5.3. You may be able to get a refund if you have ordered a product and you are within the Cooling-Off Period (explained below).

4.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at Section C clauses 4.2.1 to 4.2.4 below, the contract will end immediately and we will refund you in full for any products which have not been provided. The reasons are:

4.2.1 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;

4.2.2 there is a risk that supply of the products may be significantly delayed because of events outside our control;

4.2.3 we have suspended supply of the products for design and/or technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or

4.2.4 you have a legal right to end the contract because of something we have done wrong.

4.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online, depending on the rights you have as a consumer, you have a legal right to change your mind within 14 days after the day you (or someone you nominate) receive the products and to receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these Terms.

Please note: Proactive reserves the right to refuse any request to return a product from those consumers who do not benefit from the cooling-off period because the Consumer Contracts Regulations 2013 do not apply to them. Please contact us to discuss any concerns or questions you may have about this before you place an order.

4.4 When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:

4.4.1 products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;

4.4.2 sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and

4.4.3 any products which become mixed inseparably with other items after their delivery.

4.5 How long do I have to change my mind? You have 14 days after the day you (or someone you nominate) receive the products, unless your products are split into several deliveries over different days, in which case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the products (the "Cooling-Off Period").

5 How to end the contract with us (including if you have changed your mind)

5.1 Tell us you want to end the contract.

5.1.1 To end the contract with us because you have changed your mind within the Cooling-Off Period, please let us know by doing one of the following:

(a) Email us at sales@proav.co.uk. Please provide your order number and brief details of what you bought, when you ordered or received it, and your name and address. We may ask you to complete the return form on our Website in order to process your request for a return or refund. Our customer service team will direct you to this form if required;

(b) Call us on 01442 292929. Please provide your order number and brief details of what you bought, when you ordered or received it, and your name and address. We may ask you to complete the return form on our Website in order to process your request for a return or refund. Our customer service team will direct you to this form if required; or

(c) Using the Model Cancellation Form below:

(i) Online. Complete the Model Cancellation Form and email this to the address specified on the form.

(ii) By post. Complete the Model Cancellation Form and post it to us at the address specified on the form.

5.1.2 To end the contract for any other reason, please email us at sales@proav.co.uk or call us on 01442 292929. Please provide your order number and a brief description of what you bought, when you ordered it, the delivery date, and your name and address. We may ask you to complete the return form on our Website in order to process your request for a return or refund. Our customer service team will direct you to this form if required.

5.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or after you or someone you nominate has received them, you must return them to us. If you are exercising your right to change your mind for a product as set out in Section C clause 4.3, you must allow us to collect the product(s) or send off the product(s) (as required by us at our sole discretion) within 14 days of telling us you wish to end the contract. Please see Section C clauses 5.3 and 5.4 for details of when we will pay the costs of return and how to return the products to us.

5.3 When we will pay the costs of return. We will pay the costs of return if you are exercising your right to change your mind in respect of the products, and you are within the Cooling-Off Period. If you are returning the products to us in exercise of this right, we will contact you to arrange collection or provide you with information on how to return the product to us (as determined by us at our sole discretion).

5.4 When we will pay the costs of return. We will pay the costs of return where:

5.4.1 you are returning the products because the products are faulty or misdescribed; or

5.4.2 you are ending the contract because we have told you of an upcoming change to the products or these Terms, an error in pricing or description, a delay in delivery due to events outside our control, or because you have a legal right to do so as a result of something we have done wrong.

5.5 How we will refund you. We will refund you the price you paid for the products, including the delivery cost, by the method you used for payment. However, we may make deductions from the price, as described below.

5.6 When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:

5.6.1 we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.

5.6.2 the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

5.7 When your refund will be made. If you are exercising your right to change your mind for products during the Cooling-Off Period then:

5.7.1 if we have not offered to collect the products from you, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see Section C clause 5.2.

5.7.2 in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.

6 Our right to end the contract

6.1 We may end the contract if you break it. We may end the contract for a product at any time by
writing to you if:

6.1.1 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example your name and address for delivery; or

6.1.2 you do not, within a reasonable time, allow us to deliver the products to you (or someone you nominate) or collect them from a local collection depot/location as provided by our nominated delivery provider.

6.2 You must compensate us if you break the contract. If we end the contract in the situations set out in Section C clause 6.1, we will refund any money you have paid in advance for products we have not provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

7 Our responsibility for loss or damage suffered by you

7.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen; for example, if you discussed it with us during the sales process.

7.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products, including the right to receive products which are: as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; supplied with reasonable skill and care; and for defective products under the Consumer Protection Act 1987.

7.3 We are not liable for business losses. We only supply the products to consumers for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of revenue, loss of business, business interruption, or loss of business opportunity.

8 Other important terms and information

8.1 Your legal rights. We are under a legal duty to supply products that are in conformity with this contract. Nothing in these Terms will affect your legal rights.

8.2 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. If you would like to engage in the alternative dispute resolution process, please do contact us and we can provide you with the details of our recommended provider. This does not affect your statutory rights.