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Digital High Street

Terms & Conditions

1. Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:
  Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
  Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 9.6.
  Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
  Customer: the person or firm who purchases the Goods from the Supplier.
  Force Majeure Event: has the meaning given in clause 8.
  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.
  Specification: any specification for the Goods, including any related plans and drawings, that is supplied to the Supplier by the Customer, or produced by the Supplier and agreed in writing by the Customer. Dimensions may not include ceiling cuts and fixings.
  Supplier: Digital High Street Limited (registered in England and Wales with company number 7248462).
1.2 Construction. In these Conditions, the following rules apply:
  (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  (b) A reference to a party includes its personal representatives, successors or permitted assigns.
  (c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  (d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  (e) A reference to writing or written includes faxes [and e-mails].
 
2. Basis of contract
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 shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures or Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Supplier and the Customer for the sale of the Goods.
2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
 
3. Delivery
3.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
3.2 The Supplier 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 the Supplier notifies the Customer that the Goods are ready.
3.3 Delivery of the Goods shall be completed [on the Goods' arrival at the Delivery Location./td>
3.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the price of the Goods. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.6 If the Customer fails to take or accept delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
  (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and
  (b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
3.7 If 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier 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.
3.8 The Supplier may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
 
4. Quality
4.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
  (a) conform in all material respects with their description and any applicable Specification;
  (b) be free from material defects in design, material and workmanship; and
  (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
4.2 Subject to clause 4.3, if:
  (a) the Customer gives notice in writing to the Supplier 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 4.1; and
  (b) the Supplier is given a reasonable opportunity of examining such Goods; and
  (c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,
  the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
4.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 if:
  (a) the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2; or
  (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
  (c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer; or
  (d) the Customer alters or repairs such Goods without the written consent of the Supplier; or
  (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
4.4 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
4.5 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
4.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
 
5. Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery.
5.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
  (a) the Goods; and
  (b) all other sums which are due to the Supplier for sales of the Goods to the Customer.
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
  (a) hold the Goods on a fiduciary basis as the Supplier's bailee;
  (b) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
  (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  (e) notify the Supplier immediately if it becomes subject to any of the events listed in clause Error: Reference source not found; and
  (f) give the Supplier such information relating to the Goods as the Supplier may require from time to time,
  but the Customer may resell or use the Goods in the ordinary course of its business.
 
6. Price and payment
6.1 The price of the Goods shall be the price shown on the Supplier's Website at the time the Customer places the Order.
6.2 The Supplier may, by giving notice to the Customer at any time up to 5 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
  (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
6.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
6.4 The price of the Goods is inclusive of amounts in respect of value added tax (VAT).
6.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery but payment for the Goods shall be made in full prior to delivery. Payment can be made by any method shown on the Supplier's Website.
 
7. Limitation of liability
7.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
  (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
  (b) fraud or fraudulent misrepresentation; or
  (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  (d) defective products under the Consumer Protection Act 1987; or
  (e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
7.2 Subject to clause 7.1:
  (a) the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract; and
  (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed the price of the Goods.
 
8. 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.
 
9. General
9.1 Assignment and subcontracting.
  (a) The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  (b) The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
9.2 Notices.
  (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e-mail.
  (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause a; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by by fax or e-mail, one Business Day after transmission.
  (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.3 Severance.
  (a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
  (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
9.4 Waiver A waiver of any right or remedy under the Contract 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 preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
9.5 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
9.6 Any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Customer.
9.7 Governing law and jurisdiction. 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.