Terms and Conditions of Sale
1. INTERPRETATION1.1 In these Conditions unless the context otherwise permits:-
"Authorised Representative" means a person whose job title is that of Director or Managing Director or a person who holds the office of director.
"Consumer" shall mean any natural person who in the contract with the Customer is acting for purposes that are not related to his trade, business or profession.
"Customer" means the person, firm, company, entity or organisation with whom BELKIN contracts for the sale of Products and/or supply of Services.
"the Conditions/ these Conditions" means the standard terms and conditions of sale set out in this document or such replacement standard terms and conditions notified to Customer as are in force at the date of the Contract and which at that date appear on BELKIN's web site at http://www.belkin.com/ and/or which are available on request at BELKIN's principal trading address at Shipton Way, Express Business Park, Rushden, Northamptonshire, NN10 6GL United Kingdom.
"the Contract" means any contract for the purchase and sale or other supply of Products and/or the supply of Services by BELKIN to a Customer.
"Electronic Means" means any electronic means including via the web, by EDI or XML.
"BELKIN" means Belkin Ltd (registered in England number 3168562) with its registered office at 33 Cannon Street, London. EC4M 5TE, England.
"Products" means any Products (including, for the avoidance of doubt software and instalments of the Products or any parts of or for them) sold by BELKIN to a Customer.
"Services" means any services supplied by BELKIN to the Customer.
"Special Order Products" shall mean Products that are classified in BELKIN's current comprehensive product listing as special order products or have been ordered specifically by Customer or configured to Customer's specifications.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 The Conditions shall apply to sales of all Products including Special Order Products ordered for shipment to or within the UK mainland. BELKIN reserves the right to apply supplemental or other terms for Products to be shipped by BELKIN outside the UK mainland.
1.4. Without prejudice to the application of these Conditions additional and more detailed terms may apply for certain Products and suppliers including specific terms applicable to special prices offered by suppliers through BELKIN ("Special Terms") and additional terms may apply with respect to BELKIN’s delivery and other aspects of its business. Any additional terms and the updated Special Terms will be made available on BELKIN's web site www.Belkin.com. It is the Customer's responsibility to be aware of and adhere to the additional and Special Terms as current from time to time, and by ordering Products from BELKIN the Customer agrees to be bound by additional and Special Terms.
2. BASIS OF THE SALE
2.1 All Contracts between BELKIN and a Customer shall be governed by these Conditions (and, where applicable, any other terms and conditions pursuant to Clause 1.3 and/or Clause 1.4) to the exclusion of any other terms and conditions not accepted in writing by an Authorised Representative of BELKIN, including without limit any terms on or referred to in any Customer purchase order. In the case of orders placed by Electronic Means which refer to any terms and conditions of the Customer BELKIN's automatic taking on to its system of such order shall amount to a rejection of the Customer's terms and conditions and an offer to supply the Products ordered on the basis of these Conditions. No variation to these Conditions shall be binding unless agreed by letter signed by an Authorised Representative of BELKIN. It is the Customer's responsibility to be aware of the Conditions as current from time to time but BELKIN will use best efforts to notify Customer of any material changes to the Conditions before they become applicable. In addition to any acceptance of these Conditions by signing BELKIN's account application form, the Customer's acceptance of these Conditions shall also be made (in respect of the first Contract and all subsequent Contracts) either by (1) Customer providing a purchase order to BELKIN or (2) Customer accepting Products or Services from BELKIN, whichever occurs first.
2.2 No employee or agent of BELKIN other than an Authorised Representative has any authority to make any representation at all concerning Products or Services and an Authorised Representative has no authority to make such representation other than by letter (an "authorised representation") and accordingly Customer agrees that in entering into any Contract it does not rely on any unauthorised representation and Customer agrees it shall have no remedy in respect of any unauthorised representation (unless made fraudulently).
3. CUSTOMER IDENTIFICATION
3.1 In placing an order including by Electronic Means Customer may utilise one or a combination of account name, account number and other forms of identification including password or other code issued to Customer (together and individually "Customer's Identification" or "Customer Identification").
3.2 It is the Customer's responsibility to keep the Customer's Identification confidential. Customer has the sole responsibility for its Customer Identification. Customer shall immediately inform BELKIN in case of loss of password or in case of any abuse or attempted abuse of Customer password or other Customer Identification. Customer agrees that Customer is entirely responsible for use of Customer's Identification and that it is Customer's responsibility to have in place security measures and procedures to ensure use of its Customer Identification only by authorised personnel for authorised purposes.
3.3 Customer agrees that BELKIN is entitled to rely absolutely on any orders placed on BELKIN which have utilised Customer's Identification and to deliver as directed by such orders and to invoice and be paid in respect of such orders.
3.4 Customer agrees that any order placed on BELKIN including by Electronic Means mentioning or utilising Customer's Identification is a valid and binding purchase order.
3.5 Customer acknowledges that BELKIN cannot guarantee the security of the Internet and the possibility of interception or corruption of data transmitted from Customer to BELKIN using correct Customer Identification, and that BELKIN is nonetheless entitled to rely on data transmitted in the form it is received at BELKIN.
4. BELKIN INFORMATION
4.1 All Product pricing, description, availability and related information ("Information") provided by BELKIN, in any form, is the property of BELKIN. BELKIN hereby grants Customer a limited, non-exclusive, non-transferable license to use the Information for its internal use only for the purpose of Customer's purchases and sales of Products sold by BELKIN to it. BELKIN shall be entitled to stop the provision of Information at any time without notice. Customer agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilise the Information for any purpose except as permitted herein. BELKIN makes no warranty, either express or implied on the Information or its accuracy. All Information is provided to Customer "as is." If BELKIN provides Information to Customer by Electronic Means, Customer agrees to update such Information regularly to ensure its accuracy. Specifically but without limitation Customer is not entitled to utilise Information for any purpose other than in the normal course of business of a reseller and is not entitled to use, reproduce or display the Information in any way, which in BELKIN's opinion; (1) would enable it to be identified as information obtained from BELKIN (2) would enable comparison of the Information with other suppliers' information relating to Products or (3) could be damaging to BELKIN's business interests.
4.2 BELKIN agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any Customer sensitive information or utilise such information for any purpose if Customer has notified BELKIN in writing that such information is confidential.
5. ORDERS AND SPECIFICATIONS
5.1 The Customer shall be responsible to BELKIN for ensuring the accuracy of the terms of any purchase order, and shall be sole responsible for its selection of Products on any purchase order and the fitness of the Products for any particular purpose. BELKIN disclaims any liability for any errors in the Customer’s purchase order.
5.2 BELKIN reserves the right to make any changes to the Contract due to changes in the specification of the Products made by BELKIN or changes that are required to conform with any applicable safety or other statutory requirements. These changes will be duly notified to the Customer. The Customer cannot cancel or reschedule the Contract provided the changes do not alter the material terms of the Contract. For other types of changes, the possibility of cancellation will be subject to BELKIN's discretion and conditions.
5.3 BELKIN is under no obligation to accept the withdrawal of an order or the cancellation of a Contract which has been accepted by BELKIN. If BELKIN agrees to accept the Customer's withdrawal of any order or the cancellation of a Contract such agreement will only be effected by means of letter, fax or email signed or sent by an Authorised Representative of BELKIN.
5.4 Notwithstanding any other terms of these Conditions it is agreed that the provision or display of Product pricing and other Information (as defined in Clause 4.1) by BELKIN to Customer does not amount to an offer by BELKIN to sell such Product at that price or on any other terms. Supply of such Information is only an invitation to treat. An order by the Customer for Product or Services shall be the offer.
5.5 Notwithstanding any acceptance by BELKIN of any offer to purchase Products, if there has been a material or obvious pricing error by BELKIN, BELKIN shall be entitled within 30 days of its acceptance of such offer to either invoice the Customer for the Customer's true list price (not exceeding the prevailing market price at wholesale level) of the Product at the date of order or, if the Customer shall prefer, collect the Product at BELKIN's expense and credit the Customer for any charges (e.g. price and freight) invoiced by BELKIN.
5.6 Orders for direct shipment to Customer's customers or Special Order Products may require the Customer’s acceptance of additional terms including prepayment of the order and will be subject to additional fees.
5.7 BELKIN will set minimum order levels and charge additional fees for any order below such levels. Current minimum order levels can be found on BELKIN's web site www.belkin.com.
6. PRICE OF THE PRODUCTS
6.1 Subject to the provisions of Clause 5.5 and Clause 6.2:-
6.1.1 Prices for Products in BELKIN's stock ready to be shipped will be established at the time the order is accepted by BELKIN;
6.1.2 If the Customer places an order for Products not in stock at the time of order (a "Backorder") or the Customer places an order for scheduled delivery, such orders shall be irrevocable and the price for such Products shall be the price established at the time the Backorder or scheduled delivery is accepted by BELKIN.
6.2 Notwithstanding any of the foregoing BELKIN reserves the right to increase its prices after acceptance of a Backorder or scheduled delivery due to an increase in direct costs to which BELKIN becomes subject (including without limit costs resulting from currency fluctuation) but BELKIN shall only increase its price by such level as is necessary to reflect such increases.
6.3 All prices quoted by BELKIN include the cost of transport from BELKIN's warehouse to the Customer's receiving point, as well as other services provided by BELKIN.
6.4 All prices and charges are exclusive of any applicable Value Added Tax, which the Customer will be additionally liable to pay to BELKIN. Unless otherwise stated prices exclude any copyright levies, waste and environmental fees, and similar charges that BELKIN by law or statute may or shall charge or collect upon resale.
7. TERMS OF PAYMENT
7.1 Unless BELKIN shall have previously agreed in writing with the Customer that the Products shall be supplied on credit, payment for the Products shall be made in full by the Customer with the Customer's order or on delivery or collection of the Products as determined by BELKIN. If payment is made by credit or debit card the Customer agrees to pay all fees and service charges incurred by BELKIN for the handling of such transaction including fees charged by the card company to BELKIN.
7.2 Where BELKIN has agreed to supply the Products on credit Customer shall pay the price of the Products within 30 days of the date of BELKIN's invoice notwithstanding that title to the Products has not passed to the Customer. Customer may take advantage of an early payment discount subject to meeting the conditions detailed on BELKIN's web-site www.belkin.com. Customer shall not deduct or set off any other amount against the invoice as compensation for any payment made prior to the due date. Invoices will be dated the day of dispatch of the Products. BELKIN shall be entitled at its absolute discretion to alter payment terms (other than on concluded Contracts) and withdraw or alter any credit limit granted at any time without notice. If Customer exceeds its credit limit or fails to qualify for continued credit terms, BELKIN may, at its sole discretion, delay subsequent shipments or require prepayment until BELKIN determines that Customer is once again qualified to receive credit terms. Customer shall not set off or withhold any amount due to BELKIN against its receivables without BELKIN's prior written approval, and shall in the event of a bona fide dispute, pay any undisputed part of the invoice.
7.3 The time of payment shall be of the essence. If the Customer fails to make a payment on the due date then without prejudice to any other right or remedy available to it BELKIN shall be entitled to:-
7.3.1 cancel the Contract or suspend any further deliveries or suspend any Services to the Customer; BELKIN may at its discretion grant Customer a reasonable cure period before cancelling the Contract due to non-payment;
7.3.2 appropriate any payment made by the Customer to such of the Products as BELKIN may think fit (notwithstanding any purported appropriation by the Customer);
7.3.3 charge the Customer interest (both before and after judgement) on the amount unpaid at the rate of 5% per annum above HSBC Bank plc base rate from time to time until payment in full is made such interest being calculated on a daily basis.
7.4 Customer shall provide BELKIN's Credit Department with copies of its annual financial statements and its quarterly statements within sixty (60) days of the close of the fiscal period to which they relate. Customer shall inform BELKIN promptly if there is a change of ownership or control of Customer or its direct or indirect parent company (excluding changes of ownership of the shares of a publicly quoted company which do not result in a change in control of the company's board of directors or other governing board), a management buy-out, or all or a substantial part of the Customer's assets are sold or otherwise transferred to any non-affiliated company or member of the Customer's group of companies.
7.5 In the event Customer intends to sell, assign, factor or otherwise transfer any book debt owed to Customer or to enter into any form of invoice discounting arrangement Customer agrees to inform BELKIN in writing prior to entering into any such arrangements.
7.6 It is BELKIN's policy not to accept cash as a method of payment for Products or Services.
7.7 If BELKIN issues a credit note and the Customer does not utilise the credit note within a period of 12 months from the date of its issue BELKIN shall have the right to cancel the credit note and the Customer shall not be entitled to a replacement or any payment in respect of the same.
7.8 Any credit balance shown on a Customer's statement of account issued by BELKIN which remains on the statement for a period of 12 months will be forfeited by the Customer who shall no longer have any rights to the same.
7.9 BELKIN reserves the right to issue and send all invoices to the Customer in an electronic format, and the Customer accepts to receive all invoices electronically including receipt of invoices by e-mail.
8.1 Delivery of the Products shall take place free of charge by carrier from BELKIN’s warehouse unless otherwise notified and agreed by the Customer. In the absence of specific instructions from the Customer, BELKIN will select the carrier. Unless the Customer shall have notified BELKIN in writing within 5 working days of the date of BELKIN's invoice that the Products have not been received or that the Products were damaged then delivery shall be deemed to have taken place in accordance with the Contract and the Customer shall not be entitled to raise any claim of short or mis-shipment or damage to the Products.
8.2 The Customer shall upon receipt of the Products sign the delivery note (proof of delivery) and be responsible for complying with the applicable shipping requirements of BELKIN and its carriers details of which are made available at BELKIN’s web-site (www.belkin.com). The Customer’s sign-off on BELKIN’s delivery shall be at carton level. BELKIN shall be entitled to assume that any person who both reasonably appears and claims to have authority to accept delivery who signs a note in respect of the Products on behalf of the Customer or the Customer's customer (if BELKIN has agreed to deliver direct) does in fact have the authority.
8.3 Any dates quoted or scheduled for the delivery of Products are approximate only and BELKIN shall not be liable for any delay in delivery of the Products howsoever caused.
8.4 Partial delivery is allowed unless otherwise mutually agreed by both parties. Failure by BELKIN to deliver the rest of the Products shall not entitle the Customer to treat the order as a whole as repudiated.
8.5 For the purpose of these Conditions where BELKIN has agreed to ship Products direct to the Customer's customer any such shipment shall be deemed to be delivery to the Customer and any refusal by the Customer's customer to accept delivery shall be deemed to be a refusal by the Customer.
8.6 The Customer shall bear all costs associated with the unjustified refusal of Products. If the refusal is made on the grounds that the order was wrongly placed (i.e. wrong product, wrong pricing, etc.) and the refusal is accepted by BELKIN, BELKIN reserves its right to charge accordingly additional fees for return transportation and administrative expenses related thereto, and original carriage costs will not be reimbursed.
9. RISK AND TITLE
9.1 Risk of damage to or loss of Products shall pass to the Customer at the time of delivery or if the Customer unjustifiably fails to take delivery of Products the time when BELKIN has tendered delivery of the Products.
9.2 Notwithstanding delivery and the passing of risk of the Products or any other provisions of these Conditions, title to the Products shall not pass to the Customer until BELKIN has received in cleared funds payment in full of:-
9.2.1 the Products; and
9.2.2 all other sums which are or which become due to BELKIN from the Customer on any account.
9.3 Until such time as title to the Products passes to the Customer the Customer shall:-
9.3.1 hold the Products as BELKIN's fiduciary agent and bailee; and
9.3.2 keep the Products separate to those of the Customer and third parties; and
9.3.3 keep the Products properly stored protected and insured, and identified as BELKIN's property; and
9.3.4 accept that Products may be labelled as being BELKIN's property until BELKIN is paid.
9.4 Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) BELKIN shall be entitled at any time to require the Customer to deliver up the Products to BELKIN and if the Customer fails to do so forthwith to enter upon any premises of the Customer or any third party where the Products are stored and repossess the Products.
9.5 The Customer's right to possession of the Products shall terminate immediately if:-
9.5.1 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 Act 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 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
9.5.2 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/perform any of his/its obligations under the Contract or any other contract between BELKIN 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
9.5.3 the Customer encumbers or in any way charges any of the Products.
9.6 Customer is entitled to resell the Products in the ordinary course of business. Customer is not able or entitled to offer the Products as collateral or otherwise grant a charge in respect of the Products until title has passed to the Customer in accordance with these Conditions. Customer shall inform its customers that title to the Products is retained by BELKIN until Customer has paid BELKIN, and shall ensure that its customer has agreed with the Customer that any unpaid Products shall be returned to BELKIN in the event of Customer's failure to pay BELKIN's invoices when they fall due. The Customer shall upon BELKIN's request provide BELKIN with all details and information necessary for BELKIN to collect the Products.
10. WARRANTIES AND LIABILITY
10.1 Where BELKIN does not manufacture the Products (or where the Products comprise computer software does not publish or license the software) and subject to the conditions set out below in this Clause 10 BELKIN only sells the Products with the benefit of the manufacturer's or publisher's or licensor's (“publisher's”) warranty (as the case may be).
10.2.1 BELKIN will accept liability for defective Products only to the extent that BELKIN is entitled to make a claim under the manufacturer's or publisher's, Dead on Arrival, warranty or other defective goods terms and actually obtains from the manufacturer or publisher a refund credit repair or replacement in respect of the defective Products. Processing of these defective Products shall be made according to the manufacturer's procedure and the instructions set out in Clause 10.4 below. BELKIN cannot and shall have no obligation to accept a return of and/or grant a credit for Product not compliant with the manufacturer's procedures.
10.2.2 BELKIN shall be under no liability in respect of any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow BELKIN's or the manufacturer's or publisher's instructions (whether oral or in writing) misuse or alteration or repair of the Products without BELKIN's approval.
10.2.3 BELKIN shall be under no liability under the above warranty if the total price of the Products has not been paid.
10.3 All warranties, conditions or other terms implied by common law or statute, or otherwise in connection with the sale or supply of goods or goods or services (save, in the case of goods, as to title) are excluded to the fullest extent permitted by law.
10.4 Any claim by the Customer which is based on a defect in the quality or condition of the Products shall be notified to BELKIN's Customer Services Department. Upon notification of any such claim by the Customer BELKIN shall provide the Customer with an RMA number (in which case the Customer shall return the Products to BELKIN in their original UNMARKED packaging together with details of the RMA number and the Customer's name and address). If BELKIN issues an RMA number to the Customer BELKIN shall not send any replacement Products to the Customer until after the original Product has been returned to BELKIN. This Clause 10.4 shall only apply to Products the Customer is entitled to return to BELKIN as provided in these Conditions.
10.5 BELKIN shall not be liable to the Customer for any economic or financial loss or damage (including without limit any loss of profits, loss of revenue, liabilities incurred by the Customer to third parties relating to Products delivered or Services rendered by BELKIN, or additional expenses incurred or the cost of time spent) or any consequential, indirect, or special loss or damage costs expenses or other claims for consequential compensation whatsoever (including without limit loss of or damage to data or loss of goodwill) incurred or suffered by the Customer and in every case howsoever caused or arising (and whether caused by the negligence of BELKIN its employees or agents or otherwise).
10.6 BELKIN's liability for direct loss or damage arising from damage to tangible property for which BELKIN is liable shall be limited to the VAT exclusive price of the relevant Product or Service. In no event shall BELKIN’s liability exceed the maximum amount of BELKIN’s insurance cover.
10.7 Nothing in these Conditions shall in any way exclude or limit any liability BELKIN may have for death or personal injury caused by its negligence.
10.8 BELKIN shall not be liable to the Customer or be deemed to be in breach of any Contract by reason of any delay in performing or any failure to perform any of BELKIN's obligation in relation to the Products or Services if the delay or failure was due to any cause beyond BELKIN's reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond BELKIN's reasonable control:-
10.8.1 Act of God explosion flood tempest fire or accident;
10.8.2 act of terrorism war or threat of war sabotage insurrection civil disturbance or requisition;
10.8.3 acts restrictions regulations bye-laws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority;
10.8.4 import or export regulations or embargoes;
10.8.5 strikes lock outs or other industrial actions or trade disputes (whether involving employees of BELKIN or a third party);
10.8.6 difficulties of BELKIN's supplier in obtaining raw materials labour fuel parts or machinery.
10.9 If Customer is selling Products or Services purchased from BELKIN to a Consumer the Customer shall ensure the Consumer is given sufficient and appropriate information and descriptions as to the Product's or Services' fitness for the purpose for which the Products or Services are normally used and any particular purpose the Consumer has required or agreed with the Customer. Customer shall not remove or replace any labelling, user manuals, components or other material from the Product as supplied by the manufacturer or BELKIN, and shall not in its advertising, marketing or labelling provide any public statements on the specific characteristics of the Products or Services on behalf of BELKIN, the manufacturer or their representatives.
10.10 Customer accepts liability for the Products' conformity with the Customer's Consumer contract ('conformity' as defined by the EU Directive 1999/44/CE of May 25, 1999 and legislation implementing the Directive), and Customer shall not offer any warranties or representations to the Consumer as to the quality, fitness for purpose of the Products without the manufacturers' express consent. Customer agrees to hold harmless and indemnify BELKIN and the manufacturers against any loss, costs, and damages caused by the Customer's acts or omissions, and non-compliance with the obligations set forth in Clause 10.9, Clause 10.10 and Clause 10.11. If Customer is held liable to the Consumer caused by a Product's lack of conformity resulting from an act or omission by the manufacturer or BELKIN, or any other intermediary, Customer may by law or statute be entitled to pursue remedies against BELKIN, the manufacturer or any other person liable in the contractual chain. Provided Customer is legally entitled to pursue such remedies and BELKIN is held liable by a competent court of law, BELKIN's liability to Customer shall be limited to an amount corresponding to the Customer's original purchase price of the Product or Service giving rise to the claim by the Consumer.
10.11 Should the Product warranties offered by BELKIN under these Conditions be restricted compared to the guarantees the Consumer is entitled to under law, the Customer agrees to take sole responsibility towards the Consumer for the excess liability and waives any claim it may have against BELKIN in respect of such excess.
10.12 The Products are subject to the intellectual property rights of BELKIN. Customer is not authorised to alter, cover, or remove any reference to such intellectual property rights on the Products, and shall adhere to any guidelines and restrictions provided by BELKIN if the Customer is granted a right to use such rights in the marketing and resale of Products. BELKIN shall have no duty to defend, indemnify or hold Customer harmless from and against any or all claims brought against Customer or damages and costs incurred by Customer arising from the infringement of BELKIN’s intellectual property rights, except to the extent BELKIN is offering such defence or indemnification to the Customer on a pass through basis. Upon threat of claim or claim of infringement, BELKIN may, at its option (i) procure the right to continue using any part of Product, (ii) replace the infringing Product with a non-infringing Product of similar performance, or (iii) refund to the Customer the purchase price paid by the Customer for the infringing Product
11. INSOLVENCY OF CUSTOMER
11.1 the Customer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation otherwise than for the purposes of a solvent amalgamation or solvent reconstruction;
11.1.2 an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or
11.1.3 the Customer ceases or threatens to cease carrying on business; or
11.1.4 BELKIN reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;
then upon the happening of any of the above, without prejudice to any other right or remedy available to BELKIN, BELKIN shall be entitled to cancel the Contract and/or suspend any further deliveries or services under the Contract without any liability to the Customer and if the Products have been delivered and not paid for then the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12. EXPORT RESTRICTIONS
12.1 If Customer delivers the Products to its customer who may use the Products outside the United States or the European Union or EFTA countries, Customer acknowledges and shall advise its customer that some Products are controlled for export by the U.S. Department of Commerce or by EU/EFTA member state bodies and such Products may require authorization prior to export. Customer agrees that it will not export, re-export, or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States or any EU/EFTA member state. Customer warrants that it will not export or re-export any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Customer has obtained prior approval from the U.S. Department of Commerce or any other competent government agency. Customer further warrants that it will not export or re-export, directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Persons List published by the U.S. Department of Commerce.
12 .2 These restrictions change from time to time. If the Customer has any questions regarding its obligations under USA export regulations the Customer should contact the Bureau of Export Administration, United States Department of Commerce, Office of Export Licensing, Washington DC, USA (202) 377 4811 or the local United States Consulate.
12.3 Upon request the Customer agrees to confirm in writing its intention to comply with applicable export and restricted user and uses regulations, by signing up to the terms in BELKIN's reseller application form.
13.1 Customer is not allowed for any purpose whatsoever to use BELKIN's logos and trade marks without BELKIN's prior written approval from an Authorised Representative.
13.2 Customer agrees that BELKIN may use Customer data, including any personal data, for the purpose of marketing and sales of Products, and Customer agrees to BELKIN's collection, storage and use of such data for this purpose. Personal data will not be shared with third parties without the Customer's consent. Customer agrees to receive Product information and promotions and other communications from BELKIN by e-mail and other communication tools.
13.3 Customer agrees to comply with its obligations under the WEEE directive (EC Directive 2002/96/EC of the European Parliament and of the Council of 27 January 2003) as implemented in the UK.
14. CUSTOMER IDENTIFICATION
14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
14.2 No waiver by BELKIN of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.3 If any provision of these Conditions is held by any authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.
14.4 These Conditions and any Contract shall be governed by the laws of England and the Customer submits to the exclusive jurisdiction of the English Courts.
Buyer expressly agrees that this Agreement and all or any part of BELKIN’S rights and obligations hereunder may be assigned by BELKIN at any time to any direct or indirect subsidiary of BELKIN or any other entity controlled by, controlling, or under common control with BELKIN.
REF 04102007 -- Belkin Ltd Terms and Conditions of Sale