LinITX Business Terms & Conditions

Business Terms & Conditions Version 211106

MULTITHREAD CONSULTANTS LIMITED TRADING AS LinITX.com
BUSINESS TERMS OF SALE (the "Conditions")

PLEASE READ THESE TERMS OF SALE CAREFULLY BEFORE PLACING YOUR
ORDER AND RETAIN A COPY OF THESE TERMS AND YOUR ORDER FOR
FUTURE REFERENCE.

WHERE PLEASE NOTE THAT WHERE YOU ORDER OUR CONSULTANCY SERVICES
THE PROVISION OF SUCH SERVICES SHALL BE SUBJECT TO OUR
CONSULTANCY TERMS RATHER THAN THESE BUSINESS TERMS.

You should print off these Conditions for future reference.

Please understand that if you refuse to accept these Conditions, you will not be able
to order any goods on this website.

1. Format of the Contract

1.1 These terms of sale apply to all goods supplied to you as a business by
MultiThread Consultants Limited whose registered office is at 8 Williamsport Way,
Lion Barn Estate, Needham Market, Suffolk, UK, IP6 8RW, registered in England
and Wales No. 2274702 (the "Supplier" or "We" or "Us").

1.2 No contract exists between you and Us for the sale of any goods until: (a) We
have received and accepted your order; and (b) either (i) We have received payment
in full (in cleared funds); or (ii) where We agree to offer you a credit facility, We have
agreed separate terms for such credit facility as set out in Our credit offer letter.
Once both (a) and (b) are complete, there is a binding legal contract between us.

1.3 By way of clarification, each order or acceptance of a quotation for goods by you
from Us shall be deemed to be an offer by you to buy goods subject to these
Conditions. An acknowledgement of your order will be sent to you via e-mail when
you place your order. However, acceptance of your offer to buy the goods will not
take place until We have sent you an e-mail accepting your offer or (if earlier) We
have delivered the goods to you. It is at this point that a binding legal contract is
created and any contract is subject to these Conditions and referred to herein as an
"Agreement".

1.4 We may change these Conditions without notice to you in relation to future sales.

1.5 Each Agreement shall be subject to these Conditions to the exclusion of all other
terms and conditions (including any terms and conditions which you purport to apply
under any purchase order, confirmation of order, specification or other document).
No terms and conditions endorsed on, delivered with or contained in your purchase
order, confirmation of order, specification or other document shall form part of the
Agreement simply as a result of such documents being referred to in the Agreement.

1.6 This Agreement applies to you as a Business User. For the purposes of this
Agreement, "Business User" means a legal entity or person who buys or agrees to
buy our goods other than for private use.

2. Availability of Our Goods and Your Status

2.1 The goods advertised on our website are only advertised to people resident in
the Serviced Countries listed at https://linitx.com/info/shipping . We
do not accept orders from Customers outside of those countries. Some restrictions
are placed on the extent to which We accept orders from certain countries. Please
review our Serviced Countries website page before ordering goods from us.

2.2 By placing an order through our website, you warrant that:-(a) you are legally
capable of entering into legally binding contracts on behalf of the business you
represent;

(a) you are at least 18 years old;
(b) you are resident in one of the Serviced Countries; and
(c) you are accessing our website from one of the Serviced Countries.

3. Description and Price of the Goods

3.1 The quality, description and price of the goods you order will be as shown on our
acknowledgement of order. All information on the website at the time you place your
order is for the sole purpose of giving an approximate idea of the goods described
thereon.

3.2 The goods are subject to availability. If on receipt of your order the goods you
have ordered are not available in stock, We will either: (a) where you are not subject
to our credit facility, inform you as soon as possible and refund or re-credit you for
any sum that has been paid by you or debited from your credit card for the goods; or
(b) where you are subject to our credit facility, inform you as soon as possible and
issue a credit note against an invoice (if issued) or, if no invoice has yet been issued,
not issue any invoice.

3.3 Every effort is made to ensure that prices shown on Our website are accurate at
the time you place your order. If an error is found, We will inform you as soon as
possible and offer you the option of reconfifirming your order at the correct price, or
cancelling your order. If We do not receive an order confirmation within 14 days of
informing you of the error, the order will be cancelled automatically. If you cancel,
We will refund or re-credit you for any sum that has been paid by you or debited from
your credit card or under Our credit facility, for the goods.

3.4 In addition to the price, you may be required to pay a delivery charge for the
goods.

4. Payment

4.1 Payment for the goods and delivery charges can be made by any method shown
on our website at the time you place your order. The price for the goods shall be
exclusive of any value added tax and all costs or charges in relation to packaging,
loading, unloading, carriage and insurance, all of which amounts you shall pay in
addition when you are due to pay for the goods.

4.2 Time for payment shall be of the essence and there will be no delivery of your
goods until We receive the price in cleared funds or have otherwise signed up to a
credit facility with You.

4.3 Payments shall be made by you without any deduction whether by way of set-off,
counterclaim, discount, abatement or otherwise unless you have a valid court order
requiring an amount equal to such deduction to be paid by Us to you.

4.4 Credit: We may, at our absolute discretion, provide You with a credit facility to
purchase our goods on such terms as set out in our latest credit offer letter.

Furthermore:
4.4.1 if such credit terms are not specified, or otherwise agreed in writing with Us,
such credit shall extend 30 days from the receipt of any invoice We issue to you
when you purchase goods through our Website. Time for this payment shall be of
the essence and no payment shall be deemed to have been received until We have
received the monies in cleared funds;

4.4.2 We reserve the right, at our absolute discretion, at any time and without any
reason to:
(a) impose a (or vary an existing) credit limit at any time and We are not required to
provide any reason for any such imposition (or variation);
(b) withdraw credit facilities at any time;
(c) refuse to supply goods on credit; and
(d) require guarantees or security to be provided by You before supplying goods on
credit.

4.5 If You fail to pay Us pursuant to this Contract, You shall be liable to pay interest
to Us on such sum from the due date for payment at the annual rate of 8% above the
base lending rate from time to time of the Bank of England, accruing on a daily basis
until payment is made, whether before or after any judgment. We reserve the right to
claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

5. Delivery

5.1 The goods you order will be delivered to the address you give to Us when you
place your order provided that We confirm that We can deliver to such address.

5.2 We will use our reasonable efforts to process orders placed before 3.00 pm on
that day. Delivery shall be made as per the requested delivery option provided no
additional security checks are required and all stock items are available. A working
day is any day other than weekends and bank or other UK public holidays. Time for
delivery shall not be of the essence. The goods may be delivered by Us in advance
of the quoted delivery date.

5.3 If you deliberately fail to take delivery of the goods (otherwise than by reason of
circumstances under our control) then without prejudice to any other right or remedy
available to Us, We may:

5.3.1 store the goods until actual delivery and charge you for its reasonable costs
(including insurance) of storage; or

5.3.2 sell the goods at the best readily obtainable price and (after deducting all
reasonable storage and selling expenses) account to you for any excess over the
price you agreed to pay for the goods or charge you for any shortfall below the price
you agreed to pay for the goods.

5.4 Every effort will be made to deliver the goods as soon as possible after your
order has been accepted. Subject to the other provisions of these Conditions, We
shall not be liable for any direct, indirect or consequential loss, costs, damages,
charges or expenses caused directly or indirectly by any delay in the delivery of the
goods (even if caused by our negligence), nor shall any delay entitle you to terminate
or rescind the Agreement unless such a delay exceeds 180 days. In this case, We
will inform you as soon as possible.

5.5 On receipt of your order you will be asked to sign stating that the goods have
been received in good condition. If you are unable to check the contents of the
package containing the goods at that moment in time please sign for the parcel as
"UNCHECKED". Failure to do this may affect any warranty claims that you make
thereafter. It is your responsibility to inspect all goods and report to Us if there is any
shortfall or defects in the goods that We have delivered to you.

5.6 Missing or incomplete deliveries. All missing or incomplete deliveries should be
reported within 5 working days of the expected or physical delivery date. Failure to
report a missing or incomplete delivery within this time will invalidate any claim.

6. Import and Export Duties

6.1 For goods which are exported to non-UK countries you are liable for any import
duties and taxes that may be incurred. Please note that We have no control over
these charges and cannot predict their amount. Please contact your local customs
office for further information before placing your order. If you fail to accept the goods
by refusing to pay import duties or taxes which are due then you will be charged for
any additional shipping costs incurred in returning the goods to Us in addition to
charges that may be levied under Clause 4.4.

6.2 Please also note that you must comply with all applicable laws and regulations
for the country for which the goods are destined including obtaining all necessary
export licences. We will not be liable for any breach by you of such laws.

7. Risk/Title

7.1 The goods are at your risk ex works our premises. Responsibility for damage to
the goods in transit and insuring the goods in transit is your responsibility.7.2
Ownership of the goods shall not pass to you until We have received in full (in cash
or cleared funds) all sums due to it in respect of:

7.2.1 the goods, and
7.2.2 all other sums which are or which become due to Us from you on any account.

7.3 We shall be entitled to recover payment for the goods notwithstanding that
ownership of any of the goods has not passed from Us.

7.4 Until ownership of the goods has passed to you, you must:

7.4.1 store the goods (at no cost to Us) separately from all your other goods and
goods of any third party in such a way that they remain readily identifiable as our
property;

7.4.2 not destroy, deface or obscure any identifying mark or packaging on or relating
to the goods;

7.4.3 maintain the goods in satisfactory condition and keep them insured on our
behalf for their full price against all risks to our reasonable satisfaction. On request
you shall produce the policy of insurance to Us; and

7.4.4 hold the proceeds of the insurance referred to in Clause 7.4.3 on trust for Us
and not mix them with any other money, nor pay the proceeds into an overdrawn
bank account.

7.5 If you are a Business User your right to possession of the goods shall terminate
immediately if:

7.5.1 you have a bankruptcy order made against you or make an arrangement or
composition with your creditors, or otherwise take the benefit of any statutory
provision for the time being in force for the relief of insolvent debtors, or (being a
body corporate) convene a meeting of creditors (whether formal or informal), or enter
into liquidation (whether voluntary or compulsory) except a solvent voluntary
liquidation for the purpose only of reconstruction or amalgamation, or have 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
your winding up or for the granting of an administration order in respect of you, or
any proceedings are commenced relating to your insolvency or possible insolvency;
or

7.5.2 you suffer or allow any execution, whether legal or equitable, to be levied on
your property or obtained against you or you are unable to pay your debts within the
meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or

7.5.3 you encumber or in any way charge any of the goods.

7.6 You grant to Us, our agents and employees an irrevocable licence at any time to
enter any premises where the goods are or may be stored in order to inspect them,
or, where your right to possession has terminated, to recover them.

8. Warranty

8.1 Where We are not the manufacturer of the goods, We shall endeavour to transfer
to you the benefit of any warranty or guarantee given to Us.

8.2 All goods supplied by Us are warranted for 24 months from the date of supply
(unless otherwise stated). The goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for any particular purpose for which the goods are being bought
if you have made known that purpose to Us in writing and We have confifirmed in
writing that it is reasonable for you to rely on our skill and judgment.

8.3 This warranty does not apply to any defect in the goods arising from fair wear and
tear, wilful damage, accident, negligence by you or any third party, use otherwise
than as recommended by Us, failure to follow our instructions, or any alteration or
repair carried out without our approval.

8.4 If the goods supplied to you are damaged on delivery, you should notify Us in
writing via the e-mail address within 7 days. We would ask that you exercise such
right using our returns procedure set out at https://linitx.com/info/returns

8.5 If the goods supplied to you develop a defect while under warranty or you have
any other complaint about the goods, you should notify Us in writing via the e-mail
address as soon as possible, but in any event within 7 days of the date you
discovered or ought to have discovered the damage, defect or complaint.

8.6 We shall not be liable for a breach of any of the warranties in Clause 8.2 unless:
(a) you give Us written notice of the defect, and, if the defect is as a result of damage
in transit to the carrier, within 7 days of the time when you discover or ought to have
discovered the defect; and
(b) We are given a reasonable opportunity after receiving the notice of examining
such goods and you (if asked to do so by Us) return such goods to our place of
business at your cost for the examination to take place there.

8.7 We shall not be liable for a breach of any of the warranties in Clause 8.2 if:
(a) you make any further use of such goods after giving such notice; or
(b) the defect arises because you failed to follow our oral or written instructions as to
the storage, installation, commissioning, use or maintenance of the goods or (if there
are none) good trade practice; or
(c) you alter or repair such goods without our written consent.

8.8 Subject to Clauses 8.6 and 8.7, if any of the goods do not conform with any of
the warranties in Clause 8.2 We shall, at our option, repair or replace such goods (or
the defective part) or refund the price of such goods at the pro rata Agreement rate
provided that, if We so request, you shall, at your expense, return the goods or the
part of such goods which is defective to Us.

8.9 If We comply with Clause 8.8 We shall have no further liability for a breach of any
of the warranties in Clause 8.2 in respect of such goods.

9. Limitation of Liability

9.1 Subject to Clauses 3 and 8, the following provisions set out our entire financial
liability (including any liabilities for the acts or omissions of our employees, agents
and sub-contractors) Our total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of this Agreement
shall be limited to the price paid for the goods.

9.2 All warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to
the fullest extent permitted by law, excluded from the Contract.

9.3 Nothing in these Conditions excludes or limits our liability for death or personal
injury caused by our negligence or fraudulent misrepresentation or any other matter
for which liability cannot be excluded or limited under law.

9.4 We shall not be liable to you for any indirect or consequential loss or damage
(whether for loss of profifit, loss of business, depletion of goodwill, loss of programs or
data or otherwise), costs, expensesor other claims for consequential compensation
whatsoever (howsoever caused) which arise out of or in connection with this
Agreement.

9.5 You acknowledge that in relation to the goods and services provided by Us that
such goods and services (and in particular the provision of training by Us) has not
been designed to meet Your individual requirements and that it is therefore your
responsibility to ensure that such goods and services meet your requirements. We
shall not be liable for any failure of the goods and services to provide any particular
facility or function.

9.6 You acknowledge that in relation to the provision of training that such services
may be cancelled due to unforeseen circumstances. In such circumstances we shall
use reasonable endeavours to engage a replacement to provide training or to
provide an alternative venue where appropriate.

However, if we are not able to provide the training our liability shall be limited to the
cost of the training to You, we shall not be liable for any direct or indirect losses you
incur for example in relation to your travel expenses and the cost of any subsistence
or accommodation, whether such costs were foreseeable or not.

10. Limitations of Service

10.1 While we make every effort to address and resolve issues promptly, there may
be circumstances beyond our control that prevent us from achieving a satisfactory
resolution. In such cases, we will use all reasonable endeavours to assist the client,
but we cannot guarantee a resolution.

10.2 All Reasonable Endeavours: In the event that we are unable to solve an issue
despite our best efforts, we will use all reasonable endeavours to explore alternative
solutions or provide additional assistance as appropriate. However, we cannot be
held liable for factors outside of our control that may impact the resolution process.

11. Master Resellers & Resellers Fault Testing + Reporting

11.1 Resellers are responsible for handling their own customers returns.

11.1.2 For Ubiquiti returns, official resellers are required to have at least one Ubiquiti
trained staff member, who is able to assist customers in diagnosing faults with
Ubiquiti products.

11.2 Reseller returns should be handled in house, tested correctly and completely
before being submitted to LinITX.

11.2.1 When submitted, the MAC/serial of the device and a full fault description is
required. Failing to test or not providing enough information may result in refusal of
the return.

11.3 Working, Untested, incomplete or physically damaged returns:

11.3.1 If an item(s) is returned to LinITX for testing and does not display the fault
described and has clearly not been tested or verified by the reseller, LinITX reserve
the right to charge a diagnostic fee.

11.3.2 The above fee will apply to any items that match any of the following:
(i) The item is fully functional and does not display the fault reported, for example
the unit powering up if it was reported not to.
(ii) The item is clearly untested. The fault does not match the fault described or no
fault is present.
(iii) The item is physically damaged. The case/chassis is damaged or a component
detached due to improper use and any faults resulting from this.
Again, these types of issues should be handled by the reseller directly with their
customer.

Our current diagnostic charge is £25 Ex VAT plus return carriage.

12. WEEE Regulations

12.1 You shall:

12.1.1 be responsible for financing the collection, treatment, recovery and
environmentally sound disposal of:

12.1.1.1 all WEEE arising or deriving from goods; and

12.1.1.2 all WEEE arising or deriving from goods placed on the market prior to 13
August 2005 where such products are to be replaced by goods and goods are of an
equivalent type or are fulfilling the same function as that of such products;

12.1.2 comply with all additional obligations placed upon the Business Users by the
WEEE Regulations by virtue of the Business Users accepting the responsibility set
out in clause 10.1.1.1;

12.1.3 provide your WEEE compliance scheme operator with such data, documents,
information and other assistance as such scheme operator may from time to time
reasonably require to enable such operator to satisfy the obligations assumed by it
as a result of our membership of the operator's compliance scheme.

12.2 You shall be responsible for all costs and expenses arising from and relating to
its obligations in Clause 10.1.

13. Intellectual Property and Data Protection

13.1 We (or our suppliers) retain all intellectual property rights in all goods We supply
to You. We may litigate, negotiate and settle all claims in relation to any such
intellectual property rights if the litigation is directly related to goods supplied to You.

13.2 Both parties will comply with all applicable data protection legislation, including
the GDPR. You acknowledge that We are a data controller with respect to any
personal data collected from you and processed by Us in connection with the supply
of goods to you.

14. Force Majeure

We reserve the right to defer the date of delivery or to cancel an Agreement or
reduce the volume of goods you order (without liability to you) if We are prevented
from or delayed in the carrying on of our business due to circumstances beyond our
reasonable control. If the circumstances in question continue for a continuous period
in excess of 180 days, you shall be entitled to give Us notice in writing to terminate
the Agreement.

15. Written Communications and Notices

15.1 Applicable laws require that some of the information or communications We
send to you should be in writing. When using our website, you accept that
communication with Us will be mainly electronic. We will contact you by e-mail or
provide you with information by posting notices on our website.
For contractual purposes,You agree to this electronic means of
communication and You acknowledge that all contracts, notices, information and
other communications that We provide to you electronically comply with any legal
requirement that such communications be in writing.

15.2 All notices given under or in connection with this Agreement shall be in writing
and shall be sent to the address of the recipient set out in this Agreement or such
other address as the recipient may designate by notice given in accordance with the
provisions of this clause. Any such notice may be delivered personally by hand
(including by commercial courier) or by fifirst class pre-paid letter (or by air-mail if
overseas) or by facsimile transmission, and shall be deemed to have been served, if
by hand, when delivered; if by first class post, 48 hours after posting; (if by air-mail,
five days from the date of posting) and if by facsimile transmission or e-mail, when
successfully despatched in full.

16. Language

16.1 The agreement was originally drafted in the English language and has been
translated into other languages including French, Italian and Finnish. If you are
reading and relying on the Agreement and it is in any other language other than
English language, then the English language text shall prevail.

16.2 Any notice given under or in connection with the agreement shall be in the
English language. All other documents provided under or in connection with the
Agreement shall be in the English language or accompanied by a certified English
translation. If such document is translated into any other language, the English
language text shall prevail unless the document is a constitutional, statutory or other
official document.

17. General

Each of our rights or remedies under the Agreement is without prejudice to any other
of our rights or remedies whether under the Agreement or not. If any provision of the
Agreement is found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void, unenforceable or unreasonable
it shall to the extent of such illegality, invalidity, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the
Agreement and the remainder of such provision shall continue in full force and effect.

If We fail or delay in enforcing or partially enforcing any provision of the Agreement
this shall not be construed as a waiver of any of its rights under the Agreement. Any
waiver by Us of any breach of, or any default under, any provision of the Agreement
by you shall not be deemed a waiver of any subsequent breach or default and shall
in no way affect the other terms of the Agreement.

18. Applicable Law/Jurisdiction

The formation, existence, performance, validity and all aspects of the Agreement will
be subject to English law and the English courts will have exclusive jurisdiction in
relation to any disputes arising out of or in respect of this Agreement.

Business Terms & Conditions Version 211106

Updated 19.02.2024

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MultiThread Consultants Limited
8 Williamsport Way
Lion Barn Estate
Needham Market
Suffolk
IP6 8RW
Fax: +44 1449 724 241

E-mail:
shop@linitx.com - All Enquiries