These terms apply to customers approved as Business Account holders. They govern business-to-business supply of Products and take precedence over the Consumer Terms where the customer is a business.
1. Application and definitions
1.1 These Business Account Terms and Conditions ("Trade Terms") apply exclusively to the supply of Products by 110 Traders Limited ("us", "we", "our") to Business Account holders ("you", "your"). The customer contracts as a business and confirms that it is not entering the Contract as a consumer.
1.2 A Business Account is available on application and at our discretion. Approval, terms of approval and any subsequent variation, suspension or termination of the Business Account are entirely at our discretion.
1.3 Terms not defined in these Trade Terms have the meaning given to them in our Terms and Conditions of Sale.
2. Application, approval and account maintenance
2.1 To apply for a Business Account you must provide: the full legal name of the business, its registered office, company registration number (if applicable), VAT registration number (if applicable), primary contact details, nature of the business, and any other information we may reasonably request.
2.2 We may at any time require you to provide updated information, satisfy identity or credit checks, or provide evidence of business status. We may suspend the Business Account pending receipt of any information reasonably requested.
2.3 You must notify us promptly of any material change to your business including change of ownership, insolvency, or cessation of trading.
2.4 We may withdraw a Business Account at any time and for any reason on written notice. Withdrawal does not affect Contracts already accepted.
2.5 The Business Account is for use by the business only. You are responsible for all activity on the Business Account, including any Orders placed by employees, contractors or agents. Sharing of Business Account credentials with parties outside your business is prohibited.
3. Trade pricing
3.1 Where you place an Order while logged in as an approved Business Account holder, a trade discount is applied to the standard consumer price of eligible Products at the rate published on our site from time to time (currently three per cent, 3%). We may vary the discount rate or the eligibility of Products at any time and without notice.
3.2 Trade pricing is confidential to you and your business and must not be disclosed to any third party. Publishing, resharing or using trade pricing to solicit competitive quotes is a material breach of these Trade Terms and grounds for immediate termination of the Business Account.
3.3 Trade pricing does not apply to already-discounted, clearance, refurbished, or bundle Products unless expressly stated. We may exclude any Product from trade pricing at our discretion.
4. Payment terms
4.1 Payment for Business Account Orders must be made in full at the time of Order. Credit terms are not offered at outset of the Business Account. Where we agree, at our discretion, to offer credit terms following a period of trading, the terms of such credit are subject to a separate credit agreement.
4.2 Where credit terms are agreed and any payment is not received by the due date, we may: (a) charge interest on the overdue sum at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate); (b) recover reasonable costs of collection, including compensation under the same Act; (c) suspend supply of further Products; and (d) terminate the Business Account.
4.3 You are not entitled to set off against any invoice any claim or credit that has not been agreed by us in writing.
4.4 All prices are exclusive of VAT unless expressly stated inclusive. VAT is applied at the applicable rate.
5. Delivery, title and risk
5.1 Delivery timings are estimates only and time is not of the essence. We are not liable for any loss arising from delay in delivery for any reason.
5.2 Risk in the Products passes to you on delivery to the address you supplied.
5.3 Notwithstanding delivery, title to the Products does not pass to you until we have received full cleared payment. Until title passes: you must store the Products separately, mark them as our property, insure them for their full price, and not encumber or sell them. You grant us an irrevocable licence to enter any premises to recover them if payment is overdue.
5.4 You must inspect Products on delivery. Any shortage, damage or non-conformity must be notified to us in writing within 3 working days of delivery, failing which the Products are deemed to have been accepted.
6. Returns and cancellation
6.1 The statutory 14-day cooling-off period under the Consumer Contracts Regulations 2013 does not apply to Business Account Orders. There is no right to return Products purchased on a Business Account for change of mind, business change, or ordering error.
6.2 Where we agree, at our sole discretion, to accept a return of a Product for change of mind or ordering error, we may apply a restocking fee of up to fifteen per cent (15%) of the Product price and require that the Product is returned unopened, in original packaging, and in a condition suitable for resale. You bear all costs of return.
6.3 Where a Product is faulty or does not conform to the Order at delivery, we will (at our option) repair, replace, or refund the Product, subject to your notification in accordance with clause 5.4 and to the manufacturer warranty process.
6.4 The following Products may not be returned under any circumstances (except where confirmed faulty): opened software; opened consumables; special order or custom-configured Products; Products where seals or serial-number labels have been broken or removed.
6.5 Manufacturer warranty support is provided by the manufacturer directly. We will assist in signposting warranty claims but are not responsible for the manufacturer's performance under the warranty.
7. Warranties and liability
7.1 The implied terms as to satisfactory quality, fitness for purpose and correspondence with description under the Sale of Goods Act 1979 are excluded to the fullest extent permitted by law.
7.2 Products are supplied with the benefit of the manufacturer's warranty only (if any). We give no additional warranty, express or implied.
7.3 Nothing in these Trade Terms excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot be lawfully limited.
7.4 Subject to clause 7.3, our total liability to you in respect of any Order, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, is limited to the price paid by you for the relevant Products under that Order.
7.5 Subject to clause 7.3, in no circumstances are we liable for any indirect or consequential loss including but not limited to: loss of profit; loss of revenue; loss of business; loss of goodwill; loss of anticipated savings; loss of contract; loss of data; downtime costs; costs of procurement of substitute goods or services; or any special, incidental or punitive damages.
7.6 You will indemnify us against all claims, costs, damages and expenses arising from your breach of these Trade Terms, misuse of Products, or any activity on your Business Account.
8. Confidentiality and intellectual property
8.1 Trade pricing, our contract terms, and any information marked as confidential are confidential and must not be disclosed except to those in your business who need to know and are bound by equivalent confidentiality obligations.
8.2 All intellectual property in tech110.com, our data feeds, catalogue structures, imagery, copy, branding and marks is owned by or licensed to us. Nothing in these Trade Terms grants you any right to use, copy or reproduce our intellectual property beyond what is strictly necessary for the operation of your Business Account.
8.3 You will not scrape, harvest, systematically download, or use automated means to access, extract or index the tech110.com catalogue, pricing or availability data. Breach of this clause is grounds for immediate termination.
9. Termination
9.1 We may terminate the Business Account immediately on written notice where: you commit a material breach of these Trade Terms; you fail to pay any sum when due; you become insolvent, enter administration, propose or enter any voluntary arrangement, have a receiver appointed, or cease to trade; or we reasonably suspect fraud or other improper activity on the Business Account.
9.2 Termination does not affect any accrued rights or obligations, including sums owing for delivered Products or continuing confidentiality and intellectual property obligations.
10. Governing law and jurisdiction
10.1 These Trade Terms are governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, save that we may bring proceedings against you in any court of competent jurisdiction where necessary to protect our rights.
10.2 The Contracts (Rights of Third Parties) Act 1999 is expressly excluded.