1. Definitions

In these Terms & Conditions:

• “Company”, “we”, “us”, “our” means Hyperspan.
• “Customer”, “you”, “your” means the person, company, installer, reseller, distributor, or organisation purchasing from us.
• “Products” means any goods, cable, assemblies, reels, accessories, hardware, or related items supplied by us.
• “Services” means any technical advice, support, specification guidance, project assistance, or other services supplied by us.
• “Contract” means the agreement between you and us for the sale of Products and/or the supply of Services incorporating these Terms & Conditions.

2. Basis of Contract

1. These Terms & Conditions apply to all quotations, sales, and supplies of Products and Services by Hyperspan unless expressly agreed otherwise in writing.
2. They take precedence over any purchasing conditions or other terms submitted by the Customer unless accepted by us in writing.
3. No variation to these Terms & Conditions shall be binding unless confirmed in writing by an authorised representative of Hyperspan.
4. Any descriptive material, brochure copy, technical statements, website content, or marketing material is provided for general guidance only and does not form part of the Contract unless specifically confirmed in writing.

3. Orders & Acceptance

1. All quotations are invitations to treat and are not binding offers capable of acceptance.
2. Orders are subject to acceptance by us. A Contract is formed only when we confirm acceptance in writing, issue an order confirmation, dispatch the Products, or begin supplying the Services.
3. You are responsible for ensuring that your order is accurate and complete, including quantities, specifications, delivery details, intended use, and any project requirements.
4. We reserve the right to refuse any order at our discretion.
5. Where Products are made, cut, configured, labelled, assembled, or sourced specifically for your order, additional conditions may apply and cancellation rights may be restricted.

4. Delivery

1. Delivery dates and times are estimates only unless expressly agreed otherwise in writing.
2. Time for delivery shall not be of the essence unless specifically agreed in writing.
3. We will use reasonable commercial efforts to meet quoted delivery schedules but shall not be liable for delay caused by carriers, suppliers, customs, shortages, technical issues, or events beyond our reasonable control.
4. Delivery may be made in instalments. Each instalment shall be treated as a separate delivery.
5. You are responsible for providing safe and suitable access for delivery, unloading, and receipt of the Products.
6. If delivery is delayed, refused, or cannot be completed because of your actions or omissions, we may store, re-deliver, or withhold Products at your cost and risk.
7. Any shortages, visible damage, or delivery discrepancies should be reported to us as soon as possible and, in any event, within 5 working days of receipt.

5. Price & Payment

1. Prices are those quoted by us or, where no quotation has been issued, those in effect at the time of acceptance of the order.
2. Unless stated otherwise, prices are exclusive of VAT, duties, taxes, carriage, and any special handling charges.
3. We reserve the right to adjust prices before dispatch where costs increase due to raw materials, freight, exchange rates, duties, supplier increases, or other factors outside our reasonable control.
4. Payment terms shall be as agreed in writing. Where no separate credit terms apply, payment is due before dispatch.
5. If credit terms are granted, all invoices must be paid in full by the due date without deduction, set-off, withholding, or counterclaim.
6. We may charge interest on overdue sums at the maximum rate permitted by applicable law, together with reasonable recovery costs.
7. If any amount is overdue, we may suspend supply, withdraw credit terms, cancel outstanding orders, or require payment in advance.
8. We may apply any payment received against whichever invoice, cost, charge, or overdue amount we consider appropriate.

6. Cancellation & Returns

1. Orders may only be cancelled with our prior written agreement.
2. Where cancellation is accepted, we reserve the right to charge for all costs incurred up to the date of cancellation, including procurement, administration, carriage, assembly, bespoke work, and restocking.
3. Special-order, non-stock, custom-configured, cut-length, terminated, or project-specific goods may not be cancelled or returned unless faulty or agreed in writing.
4. Returns of unwanted goods are subject to our returns policy in force at the time and must be authorised in advance.
5. Returned goods must be unused, in resalable condition, and in original packaging unless the return relates to a genuine defect.

7. Product Information, Specification & Use

1. You are responsible for confirming that the Products are suitable for your intended application, environment, and network design.
2. Any guidance on distance, performance, throughput, PoE, standards, or deployment scenarios is provided in good faith based on the information available to us and may depend on installation quality, device compatibility, environmental factors, and topology.
3. Illustrations, dimensions, descriptions, technical data, and performance examples are indicative only unless expressly incorporated into the Contract.
4. We may make reasonable changes to specification, packaging, finish, or design where required by manufacturing, legal, safety, or supply considerations, provided the change does not materially reduce the intended utility of the Product.
5. Where we rely on drawings, layouts, schedules, or specifications supplied by you, you are solely responsible for their accuracy.

8. Risk & Title

1. Risk in the Products passes to you on delivery, collection, or when the Products are otherwise made available to you or your carrier.
2. Title to the Products shall remain with us until we have received payment in full in cleared funds for all sums owed to us by you under any contract.
3. Until title passes, you shall store the Products separately, clearly identify them as our property, keep them insured, and maintain them in satisfactory condition.
4. Until title has passed, we reserve the right to recover the Products if you fail to pay when due or otherwise breach these Terms & Conditions.

9. Warranty

1. Subject to the conditions below, we warrant that Products supplied by us will be free from material defects in workmanship and materials for the period stated in the relevant product documentation, warranty statement, or written quotation.
2. Where no alternative period is expressly stated in writing, any limited warranty provided by us shall apply for 12 months from delivery.
3. This warranty does not apply where the issue arises from misuse, incorrect installation, improper storage, accidental damage, modification, third-party interference, unsuitable environmental conditions, failure to follow instructions, or fair wear and tear.
4. You must notify us in writing of any alleged defect within a reasonable period after it becomes apparent.
5. Our obligation under warranty shall, at our option, be limited to repair, replacement, re-performance, credit, or refund of the affected Product or Service.
6. The remedies in this clause are your exclusive remedies in relation to defective Products or Services, to the fullest extent permitted by law.

10. Limitation of Liability

1. Nothing in these Terms & Conditions excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot legally be excluded.
2. Subject to clause 10.1, we shall not be liable for any indirect, special, or consequential loss, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, or business interruption.
3. Subject to clause 10.1, our total aggregate liability arising from any one claim or series of connected claims shall not exceed the amount paid by you for the specific Products and/or Services giving rise to the claim.
4. We shall have no liability to the extent any loss is caused or contributed to by your acts, omissions, design decisions, installation methods, continued use after a defect is apparent, or failure to mitigate loss.
5. You must give us a reasonable opportunity to inspect, test, and where appropriate remedy any issue before you incur third-party costs or carry out replacement works.

11. Compliance, Ethical Trading & Export Use

1. You shall comply with all applicable laws and regulations relating to the purchase, storage, installation, export, resale, and use of the Products.
2. You shall comply with all applicable anti-bribery, anti-corruption, anti-slavery, sanctions, export control, and trade compliance requirements.
3. Where Products are subject to regulatory, environmental, or fire-performance requirements, you are responsible for ensuring suitability for the relevant territory, project, and application unless we have expressly confirmed otherwise in writing.
4. You shall not use, supply, or re-export Products in any manner prohibited by applicable law.

12. Force Majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from events beyond our reasonable control, including but not limited to acts of God, fire, flood, severe weather, war, terrorism, labour disputes, shortage of materials, transport disruption, utilities failure, government action, epidemic, pandemic, cyber incident, or supplier failure.

13. General

1. If any provision of these Terms & Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. No failure or delay by us to enforce any right shall constitute a waiver of that right.
3. You may not assign or transfer any Contract without our prior written consent.
4. We may assign, subcontract, or transfer our rights and obligations where reasonably required for performance of the Contract.
5. These Terms & Conditions constitute the entire agreement between the parties in relation to the subject matter of the Contract unless expressly supplemented in writing.

14. Governing Law & Jurisdiction

These Terms & Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, unless mandatory local law requires otherwise.

15. Contact

If you have any questions about these Terms & Conditions, please contact:

Last updated: [Insert date]