Terms and conditions

These Terms and Conditions Customer apply to Customer purchases of Goods from Telenova via Telenova’s website. Terms and Conditions for other Telenova Services are available on request.

Definitions and Interpretations

unless the context indicates otherwise the following expressions shall have the following meanings:

“Affiliate” any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;
“Business Day”any day excluding Saturdays, Sundays or public or bank holidays in England;
“Prices”the price payable by Customer for the Goods ordered via Telenova’s website;
“Customer”a company wishing to order Goods from Telenova via Telenova’s website
“Defect/Defective”means a non-insignificant, functionality affecting, failure of product hardware to comply with the applicable product specification.
“Firmware”software embedded in hardware
“Goods”material and equipment provided to Customer following Customer’s website Purchase Order either as new, repaired or refurbished condition as indicated on Telenova’s website;
“Intellectual Property Rights”any patent, know-how, trade mark or name, service mark, design right, copyright, rights in passing off, database right, rights in commercial or technical information, any other rights in any invention, discovery or process and any other intellectual property rights, whether registered or unregistered and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect in each case in the United Kingdom and anywhere else in the world;
“Parties”Customer and Telenova (including their successors and permitted assignees); and “Party” shall mean either or both of them as the case may be;
“Purchase Order”Customer’s placing of an order via Telenova’s website including payment pursuant to these terms and conditions;
“Telenova”Telenova Ltd, a company registered in England and Wales (Company Registration Number 05910429, VAT Registration Number GB 890 6151 16) whose registered office is at Unit 6 Foster Business Park,  79 Boleness Road, Wisbech, Cambridgeshire  PE13 2XQ
“Terms and Conditions”these Terms and Conditions;
“VAT”value added tax as provided for in the Value Added Tax Act 1994 and any tax replacing the same or of a similar nature;
“Warranty”a limited Warranty for the Goods, typically a flow-down of the manufacturer’s or vendor’s Warranty as may be further detailed in the Warranty section of Telenova’s website;
  • a reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended, consolidated or re-enacted by any subsequent statute, enactment, order, regulation or instrument and shall include all statutory instruments or orders made pursuant to it;
  • the expression “person” means any individual, firm, body corporate, unincorporated association, partnership, government, state or regulatory agency, or joint venture.

Business Customers only

  • Telenova provides services to businesses only and Goods offered for sale on Telenova’s website are intended for use by business customers and not consumers. Customer confirms that by purchasing Goods via Telenova’s website, Customer is purchasing as a business and not as a consumer.
  • Telenova reserves the right to decline to accept an order from any company or person.

The Goods

  • Goods offered for purchase via the website shall be accompanied by a description, price, delivery cost where applicable, manufacturers part code, indication of condition and applicable warranty and, where available, a photograph. Photographs are provided for illustration purposes only and are not of the Goods themselves or an indication of the condition of the Goods.
  • Customer shall be responsible for ensuring that it has all necessary approvals for the use of the Goods in the destination territory and for any importation thereof.
  • If Telenova is unable to provide some or all the Goods for whatever reason, then Telenova shall contact Customer as soon as practicable and arrange for a refund of Customer’s payment for the relevant Goods.
  • While Telenova may provide an indicative lead time for the Goods on the website and during the ordering process, time is not of the essence in Telenova’s delivery of the Goods. If, however, Telenova’s full delivery of the Goods cannot be completed within 30 days following the expiry of the indicative lead time for reasons other than inaccuracy or incompleteness of delivery information provided by Customer or by reason of Force Majeure, then Telenova shall contact Customer as soon as practicable to discuss preferred options or arrange for a refund of Customer’s payment for the relevant Goods.
  • Telenova provides delivery options for Goods within the United Kingdom. For Goods for export, Customer may order EXW (Incoterms 2022) Telenova Limited,  Unit 6, Foster Business Park, 79 Boleness Road, Wisbech, PE13 2XQ UK, or request export carriage Price On Application.
  • Telenova undertakes to deliver the Goods to good standard and quality. If the provided Goods are damaged in delivery or do not meet the advertised specifications or quality criteria, then Customer must confirm to Telenova with photographic evidence and apply for a returns material authorisation number (‘RMA’) within 5 working days of receipt of Goods.
  • The measures outlined in this clause shall be Customer’s sole remedy in the event of Telenova’s late delivery or failure to meet agreed quality criteria.

Excluded Territories

  • Telenova shall not accept orders for Goods for delivery to countries subject to UK Government trade sanctions as may be updated from time to time.

Prices and Payment

  • The Prices for the Goods and associated delivery are as set out on the website and as displayed in the ordering process. Prices shall be displayed as excluding VAT which will be added at point of payment unless exempt by reason of export.
  • Payment will be taken by credit card or other payment method as part of the ordering process.
  • Telenova shall provide an invoice to Customer via email following processing of on receipt of Customer’s Purchase Order.
  • Orders may not be cancelled by Customer once placed.

Warranty

  • Goods provided as new shall carry will carry the original manufacturer’s limited Warranty only to the extent rights thereunder are available to Telenova and Customer, otherwise Telenova’s limited Warranty as set out in Telenova’s Warranty Statement and as indicated during the order process shall apply.
  • For Goods provided as repaired or refurbished, a limited Warranty will be provided as may be set out in Telenova’s Warranty Statement and as indicated during the order process.
  • In the event of validated Warranty claims for Defective Goods, Telenova shall at its own option repair or replace the Goods or refund the fees paid by Customer for such Goods (following Customer’s return of the Goods), or provide a workaround for the Defect.
  • Goods replaced or repaired under Warranty will be subject to any unexpired portion of the period of Warrant given on the original supply. Title in any Goods returned to Telenova for replacement will revert to Telenova.
  • On receipt of Goods returned as Defective, if Telenova cannot replicate the claimed fault or identify the claimed damage, Telenova shall return the Goods to Customer and, at its sole discretion, charge for delivery.
  • Any opening, dismantling, copying, alteration or modification, by Customer or any third party or any for storage, usage, installation or maintenance of the Goods in any way other than per the manufacturer’s instructions will invalidate any Warranty implied or provided.
  • The foregoing sets forth Customer’s sole and exclusive remedies for a breach of the above limited Warranties.

Risk, Transfer of Title and Delivery of Goods

  • Risk in the Goods shall transfer to Customer on delivery of Goods.
  • Title in the Goods shall transfer to Customer on Telenova’s receipt of payment in full.
  • Method and costs associated with delivery of Goods shall be as specified in the website ordering process.
  • Customer shall ensure that all provided addresses for delivery are correct and that accredited personnel are available to take delivery of Goods during normal working hours or at such time out of normal working hours as may be notified and agreed.
  • If arrangements are not in place to receive delivery of Goods within working hours or at such time outside normal working hours as may be notified and agreed, Telenova will be entitled to reschedule the delivery of the Goods of the Services and, at its sole discretion, to charge for an abortive visit and for the rearrangement of delivery.

Limitation Of Liability

  • Excepting legal restrictions on limitation of liability as stated in the last paragraph of this clause, Telenova’s total liability shall be limited to repairing or replacing Goods or, at the Company’s option, refunding monies already paid in respect of the Goods and shall not exceed the value of the Charges payable by Customer to Telenova in respect of those Goods provided under these Terms and Conditions
  • Excepting legal restrictions on limitation of liability as stated in the last paragraph of this clause, Telenova shall not be liable for consequential, indirect or special losses.
  • Excepting legal restrictions on limitation of liability as stated in the last paragraph of this clause, Telenova shall not be liable for any of the following (whether direct or indirect):
    • loss of profit;
    • loss or corruption of data, software or systems;
    • loss of use;
    • loss of production;
    • loss of contract;
    • loss of opportunity;
    • loss of savings, discount or rebate (whether actual or anticipated); or
    • harm to reputation or loss of goodwill.
  • Except as expressly stated in these Terms and Conditions, and the Warranty Statement on the website and the ordering process and as stated in the last paragraph of this clause, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
  • Notwithstanding any other provision of these Terms and Conditions, the liability of the Parties shall not be limited in any way in respect of the following:
    • death or personal injury caused by negligence;
    • fraud or fraudulent misrepresentation; or
    • any other losses which cannot be excluded or limited by applicable law

Intellectual Property Rights and General Limitations

  • Nothing in these Terms and Conditions shall imply or create a transfer or assignment of Telenova’s or any vendor or manufacturer’s Intellectual Property Rights.
  • Telenova grants a non-exclusive, non-transferable licence for Customer to use materials provided by Telenova that are marked as its Intellectual Property for the purposes of the Goods; Telenova’s Intellectual Property may not be used for any other purpose without Telenova’s prior written consent or as expressly stated in this Agreement or the Statement of Work.
  • Details of vendor or manufacturer licenses for the use of Goods shall be provided in associated documentation or made available to Customer on request.
  • Customer accepts and acknowledges that the Goods may contain components (including components containing certain Firmware) and combinations of components that constitute trade secrets protected by manufacturers and their third party distributors/licensors. Customer agrees that the delivered Products will not be opened, dismantled, copied, altered or in any other way modified, by Customer or any third party. Furthermore, Customer agrees that no measures will be taken to discover how the Products are designed or constructed, nor will the Goods be assigned to a third party or otherwise put at a third party’s disposal in such way that it contravenes the provisions of these Terms and Conditions.
  • The Goods and their Firmware, including technical data, may be subject to UK, EU and U.S. export control laws, including but not limited to the U.S. Export Administration Act and its associated regulations and the International Traffic in Arms Regulations administered by the US Department of State, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations as identified by Telenova and relevant vendors and manufacturers and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import hardware or Firmware.

Force Majeure

  • In this clause ‘Force Majeure’ means an event or sequence of events beyond a Party’s reasonable control preventing or delaying it from performing its obligations under these Terms and Conditions.
  • A Party shall not be liable if delayed in or prevented from performing its obligations under these Terms and Conditions due to Force Majeure, provided that it:
    • promptly notifies the other of the Force Majeure event and its expected duration; and
    • uses reasonable endeavours to minimise the effects of that event.

Rights of Third Parties

  • Except as expressly provided for in this clause, the rights of any third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms and Conditions are excluded.
  • Any Affiliate of Telenova shall have the right to enforce any of the provisions of these Terms and Conditions;
  • Manufacturers and/or vendors of the Goods provided under these Terms and Conditions shall have the right to enforce provisions relating to their intellectual property and any provided licences.

Assignment

  • Customer may not, at any time, without the consent of Telenova, assign, transfer, mortgage, charge, sub-contract, novate, declare a trust over, dispose of or otherwise deal in any other manner with all or any of its rights or obligations under these Terms and Conditions (in whole or in part).
  • Telenova may at any time sub-contract any of its rights or obligations under these Terms and Conditions.

Illegality and Severability

  • If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms and Conditions shall not be affected.
  • If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

Waiver

  • No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under these Terms and Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
  • No single or partial exercise of any right, power or remedy provided by law or under these Terms and Conditions shall prevent any future exercise of it or the exercise of any other right, power or remedy.
  • A waiver of any term, provision, condition or breach of these Terms and Conditions shall only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.

Compliance With Law

  • Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under these Terms and Conditions, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach of this clause to the extent that such breach is directly caused or contributed to by any breach of these Terms and Conditions by the other Party (or its employees, agents and representatives).

Notices

  • Any notice or other communication given to a Party under or in connection with these Terms and Conditions shall be in writing, addressed to that Party at the address set out in these Terms and Conditions or such other address as that Party may have specified to the other Party in writing in accordance with this clause.
  • A notice may be given and shall be deemed received:
    • by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
    • by email: one Business Day after transmission.
  • This clause does not apply to notices given in legal proceedings or arbitration.

Entire Agreement

  • These Terms and Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Goods ordered.

Governing Law and Jurisdiction

  • These Terms and Conditions shall be governed by, and construed in accordance with, the law of England and Wales. The courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise out of or in connection with these Terms and Conditions.