Terms and Conditions

Support Warehouse is a business to business reseller. In buying from Support Warehouse you agree that you are buying products only for business purposes. As a business customer, purchases you make from us will not benefit from the statutory protection available to consumers under the Sale of Goods Act 1979 (as amended) and related legislation.

1. Interpretation
   
   1. Definitions. In these Terms, the following definitions apply:
      Contract means the contract between Support Warehouse and you for the sale and purchase of the Products in accordance with these Terms.
      Products means the right to receive HPE’s support services (including any part or parts of them) and the corresponding support certificate.
      Support Warehouse means Support Warehouse Limited (registered in England and Wales with company number 04056599).
   2. References to “we”, “our” and “us” are references to Support Warehouse.
   3. References to “you” and “your” are references to the party contracting with Support Warehouse under these Terms whether as an individual, a partnership or a company.
   4. Construction. In these Terms, the following rules apply:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      2. A reference to a party includes its personal representatives, successors or permitted assigns.
      3. 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.
      4. 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.
      5. A reference to writing or written includes e-mails.
2. Formation of Contract
   
   1. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. An order received by us from you will constitute an offer by you to purchase the Products specified in the order. We will not be obliged to accept the offer but our delivery of the Products will be deemed to constitute our acceptance. A Contract may only come into existence between us on this basis and not on any other basis.
   3. The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract..
   4. Any quotation we give for the Products, including but not limited to any quotation given under clause 6, does not constitute an offer.
   5. The terms of a Contract may only be varied by the written agreement of a director of Support Warehouse.
3. Extent of Our Obligations
   The extent of our obligations under the Contract and these Terms is to procure the right for you to receive the HPE services and to deliver the corresponding support certificate.
4. Cancelling a Contract
   
   1. We can cancel a Contract (or any part of a Contract) immediately at any time if:
      1. you fail to comply with any of these Terms (including but not limited to clause 7);
      2. you cannot pay your debts to us when they are due or your chosen method of payment for the Products appears to us not to be valid; or
      3. for reasons outside our control, e.g. the Products become unavailable, in which case we will provide you with a refund in respect of any undelivered Products.
   2. If we are going to cancel a Contract, wherever practicable, we will give you at least 7 days’ notice in writing.
   3. HPE Fixed Package Service: You can cancel an HPE Fixed Packaged Service up to 28 days from the date you place your order (unless a call out has taken place), but cancellation shall be subject to a £25 administration charge.
   4. HPE Services Contract: You can cancel an HPE Services Contract by giving 90 days’ written notice at any time.
5. Charges and Risk/Title
   
   1. We will charge for Products in line with our current rates and prices applicable to the Products which you have chosen at the time that we receive your order. Any prices quoted to you are subject to change and should a price in your order not match the current price we will contact you and re- quote for the Products.
   2. All prices quoted exclude VAT or any applicable sales tax.
   3. We shall be entitled to invoice you for each order on or at any time after delivery.
   4. You shall pay invoices in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account we nominate in writing. Time of payment is of the essence of the Contract
   5. Payment may be required prior to delivery if we consider it necessary and we will contact you in these circumstances.
   6. Self-Serve. If you use the Self-Serve facility on our website http://shop.supportwarehouse.com, payment will be taken immediately on order. Payment for all Products must be made by one of the methods offered during the ‘checkout’ process.
   7. In the case of non-payment or late payment of amounts due to us we reserve the right to:
      1. suspend delivery of the Products and any further delivery of Products to you until all such amounts have been paid; and
      2. arrange directly with HPE for the suspension of the service elements of the extended or enhanced warranty service.
   8. You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
   9. Any Products supplied by us are at your risk from the time of delivery.
   10. Ownership of the Products will not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of:
       1. the Products; and
       2. all other sums which are or which become due to us from you on any account.
   11. Until ownership of the Products has passed to you, you will hold the Products on a fiduciary basis as our bailee.
   12. We will be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from us.
   13. Interest is payable on overdue accounts at the annual rate of 4% over Barclays Bank plc base lending rate from time to time accruing on a daily basis from the due date for payment until receipt by us of the full amount (including any accrued interest) whether before or after judgment, and compounded quarterly.
   14. You will have to pay all our costs for collecting any overdue amounts you owe us.
6. Free On-Site Audit
   
   1. If you engage us to provide a free on-site audit service, then we will produce an asset list based on our audit (Asset List) for you to review and sign.
   2. By signing the Asset List, you confirm that it is correct and you accept that the quote which we produce is based on the Asset List.
   3. You acknowledge that the quote which we provide to you as a result of the free on-site audit is our property, is for internal use only and shall not be disclosed to any third party. Clause 11 shall apply to the quote.
7. Quality and Description
   
   1. You purchase the Products ‘as is’ and the quality, description, any specification of them and the only warranties in relation to the Products are those specified by HPE.
   2. We shall have no liability to you in respect of the Products’ failure to comply with HPE’s service level description. Any claim in relation to HPE’s services should be made direct to HPE.
   3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
   4. We may change, suspend or withdraw any of our Products (including prices) at any time.
8. Delivery
   
   1. Delivery of the Products will take place by email. Risk of loss or damage to the Products passes to you at the time the email is sent. This time will be regarded as the time of delivery of the Products for the purposes of the Contract.
   2. Delivery or despatch dates specified by us are approximate only and not of any contractual effect. We will not be liable to you for failure to deliver Products on a particular date or dates. Time for delivery is not of the essence of the Contract and shall not be made so by the service of any notice.
   3. We shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by our negligence).
9. Personal Information
   
   1. You authorise us to use (where applicable) your personal information in line with the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and to pass on your personal information to our agents, credit-rating agencies, credit companies, carriers (such as courier services) and any relevant regulatory authorities for the following purposes:
      1. considering or applying our credit policy to your order and holding credit records about you. We may use this information to assess orders from you and for tracing debts and preventing fraud;
      2. managing your account, including sending out bills and collecting overdue payments; and
      3. research and sending marketing information to you regarding Products and services which we offer which are similar to the Products you have purchased.
   2. If you no longer wish to receive marketing information from us, please write to us at Support Warehouse Limited, Floor 19, 67 Albion Street, Pinnacle, Leeds, LS1 5AA, United Kingdom
10. Limitation of Liability
    
    1. Nothing in these Conditions shall limit or exclude our liability for:
       1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
       2. fraud or fraudulent misrepresentation;
       3. breach of the terms implied by section 12 of the Sale of Products Act 1979;
       4. defective products under the Consumer Protection Act 1987; or
       5. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. Subject to clause 10.1:
       1. we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any lost data, corruption of your files, damage to data, programs or hardware, lost income, loss of profit, or any indirect or consequential loss arising under or in connection with the Contract that you or anyone else suffer, however it happens and whether or not we have had notice of the possibility of such loss arising; and
       2. our total liability to you 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 in no circumstances exceed the price paid for the relevant Products.
    3. We will not be liable to you for any loss or damage caused by circumstances beyond our reasonable control, including (without limitation) losses caused by any “act of God”, power failure, strikes, failure of an e-mail server or anything that any telecommunications supplier, internet service provider or anyone else does or does not do, floods, storms, earthquakes or extreme adverse weather conditions, or default of suppliers or subcontractors.
11. Confidentiality
    
    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the other party’s business or products which it may obtain, except as permitted by clause 11.2.
    2. Either party may disclose the other party’s confidential information:
       1. to such of is employees, officers, representatives or advisers who need to know such information for the purposes of exercising is rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12. Disputes
    If you have a complaint about any aspect of the Contract, including your bill, please call 0800 072 0950 or write to us at Support Warehouse Limited, Floor 19, 67 Albion Street, Pinnacle, Leeds, LS1 5AA, United Kingdom
13. General
    
    1. You cannot assign (transfer) your rights or responsibilities under the Contract and these Terms without our permission in writing. We can give or refuse our permission.
    2. You agree that we can assign our rights under the Contract and these Terms to another provider or subcontract the performance of our obligations to another provider.
    3. If either you or we fail to use, or delay using, any right granted under these Terms, this does not mean that you or we give up those rights or that they prevent you or us from using or enforcing these rights.
    4. Unless expressly stated otherwise in these Terms, any notice, invoice or other document given to you under these Terms will be considered served if it is sent by email to the email address shown on your order or left at, or sent by post to, the address shown on your order, or any other address that you have told us about in writing.
    5. If any provision of the these Terms is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
    6. A waiver of any right or remedy under the Contract or law 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    7. Neither you nor we intend that any term of the Contract between us will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
    8. 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 the law of England and Wales.
    9. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). Notwithstanding the above, we may, at our sole discretion bring a claim against you (in the courts within the jurisdiction where you are located).