Weston Distribution
General Terms and Conditions of Sale and Supply

Last Revised 29.03.2019

Weston Distribution is a trading style of Weston Communications (Networks) Ltd.

1 Interpretation - In these Conditions:
‘Company’ ‘We’ ‘Us’ ‘Weston Distribution’ or 'Weston' means Weston Communications (Networks) Ltd co/registration number 03944371 of registered office Networks House, 2 Whitehall Estate, Whitehall Road, Leeds LS12 5JB;
‘Weston Distribution
’ is a trading style of Weston Communications (Networks) Ltd;
‘Client’ means the Person(s), Firm or Company contracting with the Weston Communications (Networks) Ltd and named on the
Order Form; ‘Contract’ means a contract entered into under this Agreement, as evidenced by: (i) the existence of signed Order Form (ii) a purchase order or sales order which may or may not reference the Order Form, signed or unsigned; or (iii) the parties general
course of dealing;
‘Commencement Date’ unless otherwise stated on the order form, the commencement date is the date of the order.
‘Goods’ means the items, products, or equipment listed in the Order Form;
‘Price’ means the price for the Goods and Services as set out on the Order Form;
‘Order Form’ means the document issued by the Company setting out (1) a description of the Goods and Services (2) the Price
(3) The Client (4) any other relevant matters; the order form may be in paper or electronic format.
‘In Writing’ means a letter by Registered or Recorded Delivery
1.1 Any changes to these Terms and Conditions are valid only if agreed in writing by a Director of the Company.
1.2 Unless authorised in writing by the Company, employees’ or agent’s representations concerning the Goods and Services are
not valid.
1.3 Any error or omission in any sales brochure, quotation, advert, price list, acceptance or offer, invoice or other material issued
by the Company (whether typographical, clerical or otherwise) may be corrected at any time by the Company without any
liability on the part of the Company.
1.4 If there is any conflict between the Order Form and these Terms and Conditions, the Order Form shall prevail
 
2 The Order Form
2.1 The parties shall from time to time enter into Contracts each of which shall constitute separate contractual agreements, the
specific details of each Contract, including without limitation Price and Goods, shall be recorded in the relevant Order Form with
each Contract being governed by the terms and conditions set out herein, and any specific terms and conditions for the specific
type of contract.
2.2 It is the sole responsibility of the Client to ensure the Goods and Services set out on the Order Form meet its requirements.
2.3 The Company may make changes to the Goods and Services in order to conform to any legal requirements or which do not
materially affect their quality or performance.
2.4 The Client shall at its own expense supply the Company with all necessary materials and information required by the
Company to provide the Goods and Services in accordance with these Terms. If a failure by the Client to provide materials or
information causes the Company to miss a deadline, the Company deadline shall be deemed to be extended by the period of the
Client's delay.

3 Price and Payment
3.1 Unless otherwise agreed in writing by a Director of the Company, the Client shall pay the Price within 30 calendar days of receipt of a valid invoice (the ‘Due Date’). Time of payment is of the essence of this agreement.
3.2 The Price does not include VAT which the Client shall pay in addition to the Price at the rate prevailing on the date of the
invoice.
3.3 Should the Client fail to make any payment in full on the Due Date under this agreement, the Company may charge interest on
the outstanding amount. Such interest shall accrue on a daily basis at the rate of 8% above the base rate of Barclays Bank PLC
from time to time from the due date until the date of payment, whether before or after judgment.
3.4 If, because of a factor beyond the control of the Company, the cost to the Company of providing the Goods and Services
increases, the Company may before delivery increase the Price of the Goods and Services.
3.5 The Client will pay the Price for the Goods and Services. If the Client wants the Company to deliver the Goods, the Client will
pay the Company’s charges for transport, packaging and insurance.
3.6 All amounts due under this agreement shall be paid in full without any deduction or withholding other than as required by law
and neither party shall be entitled to assert any credit, set-off or counterclaim against the other party in order to justify withholding
payment of any such amount in whole or in part.

4 Delivery of Goods
4.1 Any dates quoted for delivery of the Goods are approximate and the Company shall not be responsible for any delay in
delivery of the Goods however caused. Unless agreed in writing in advance by the Company time for delivery shall not be of the
essence.

5 Ownership and Responsibility
5.1 Ownership of any consignment of Goods shall not pass to the Client until the Company has received payment in full of all
sums due to it.
5.2 Until ownership in the Goods passes to the Client, the Client shall:
5.2.1 hold the Goods on behalf of the Company, take proper care of them and take all reasonable steps to prevent any damage to
or deterioration of them;
5.2.2 store or keep the Goods separately from other Goods, so as to show clearly that they belong to the Company;
5.2.3 not sell or part with possession of the Goods;
5.2.4 keep the Goods free from any mortgage, charge, lien or other encumbrance;
5.2.5 Insure the Goods; and
5.2.6 notify the Company immediately if any event specified in clause 7.1.2 to 7.1.8 occurs in relation to the Client
5.3 Despite clauses 5.1 and 5.2, the Company may bring an action against the Client for the price of the Goods and Services if the
Client fails to pay for them in full by the Due Date, even though property in the Goods has not passed to the Client.
5.4 The responsibility for loss or damage to any consignment of the Goods shall pass to the Client on delivery.
5.5 Each order for the Goods shall constitute a separate contract and any default by the Company in relation to any one order shall
not entitle the Client to treat this agreement as terminated.

6 Warranties and Liability the Client’s particular attention is drawn to this clause 6
6.1 The Company warrants and represents to the Client that it will perform its obligations under these Terms with reasonable skill
and care. All other warranties are expressly disclaimed to the fullest extent permitted by law.
6.2 The Company shall not be liable to the Client (whether in contract, tort, including negligence and breach of duty, or otherwise
at law) for any:
6.2.1 indirect or consequential loss; and/or
6.2.2 loss of profits, revenue or goodwill of the Client;
6.2.3 acts or omissions of any other party or company involved with the provision of the services detailed in the Order Form
6.2.4 loss of anticipated savings;
6.3 The Client shall indemnify the Company in full against all liability, loss, damages, costs and expenses (including legal
expenses) awarded against or incurred or paid by the Company as a result of or in connection with the Client’s breach of the
Contract
6.4 The company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in
performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure is beyond the
Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s
reasonable control, or;
6.4.1 default or failure of a third party (including any public telecommunications or data network operator or maintainer);
6.4.2 failure in the supply of any third party’s systems.
6.5 Where a court does find the Company liable the entire liability of the Company under or in connection with the Contract shall
not exceed £10,000.00.

7 Termination
7.1 Either party may terminate this agreement immediately by notice in writing if the other party:
7.1.1 commits a material breach of any of the Conditions (including without limitation late payment) and, if such breach is
capable of remedy, fails to remedy the breach within 30 days of receiving notice from the terminating party specifying the breach
and requiring the breach to be remedied;
7.1.2 enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or
reconstruction);
7.1.3 becomes insolvent;
7.1.4 ceases or threatens to cease to carry on business;
7.1.5 compounds or makes any voluntary arrangement with its creditors;
7.1.6 is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or
liquidator;
7.1.7 is unable to pay its debts as they fall due;
7.1.8 takes or suffers any similar action due to debt, or if the equivalent of any of the events described at clause 7.1.2 to 7.1.7
inclusive under the law of any jurisdiction occurs in relation to the other party.
7.2 The expiry or termination of this agreement for any reason shall not affect any rights and/or obligations:
7.2.1 accrued before the date of termination or expiry; or
7.2.2 expressed or intended to continue in force after and despite expiry or termination.
7.3 On termination of this agreement all outstanding payments to the Company shall become immediately payable.

8 Confidentiality
8.1 Each party shall keep secret and confidential all Confidential Information of the other and shall not copy, use
or disclose any such information to any third party, other than as may be necessary to comply with its obligations under this
agreement.

9 Intellectual Property Rights
9.1 All intellectual property rights in reports and other deliverables created by the Company in the course of performing the
Services shall belong to the Company and the Client shall not obtain any rights therein. The Company hereby grants the Client a
license to use the intellectual property rights in the deliverables to the extent necessary to make use of the deliverables as
contemplated by the Order Form.

10 General
10.1 Time is not of the essence in relation to the performance of the obligations of the Company under this agreement.
10.2 Notices between the Client and the Company relating to this agreement shall be in writing.
10.3 These General Terms and Conditions, and any specific Company terms and conditions, are the entire agreement between the
Client and the Company for the sale of the goods or services listed on the order form and replace all previous agreements between
them relating to the same subject matter.
10.4 The Client and the Company shall attempt to substitute for any invalid, illegal or unenforceable provision a valid, legal and
enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid,
illegal or unenforceable provision.
10.5 All Terms & Conditions of this agreement which by their nature ought to survive termination will continue to be effective
after this agreement has expired or been terminated.
10.6 The laws of England and Wales shall govern this agreement. The Client and the Company agree to submit to the exclusive
jurisdiction of the courts of England and Wales.
10.7 The Company may change these Terms & Conditions at any time.
10.8 These Conditions shall apply to and be incorporated into the Contract and prevail over any inconsistent terms or conditions
contained or referred to in any material supplied by the Client or implied by law, trade customs, practice or course of dealing.
10.9 These Conditions are subject only to any special conditions set out on the Order Form signed by a director of the Company.

RMA POLICY
Weston Distribution RMA Policy


Last Revised 29.03.2019

Document Purpose and Scope
This document addresses return policies applicable to the products that are purchased by authorised distributors of Weston Distribution and that are returned to Weston Distribution for repair or return.

Amending this Policy
Weston Distribution may choose to amend the Policy, in part or its entirety, at any time, without notice.

Weston Distribution's Responsibility
Weston Distribution's sole responsibility under the Weston Distribution warranty is limited to repairing or replacing the defective products returned by authorised distributors.
 
For details on the product warranty provided by Weston Distribution for respective products, please refer to the following table:
 
DVRs/XVRs/NVRs 12 Months
DVSs 12 Months
PTZ (Dome) Cameras 12 Months
IR Cameras 12 Months
Other Cameras 12 Months
Thermal Cameras 12 Months
Bundle (Kit) Packages 12 Months
Hard Drives 12 Months
Micro SD Cards 12 Months
 
General Return Requirements and Instructions

RMA Inquiry
Prior to returning product(s), please contact your direct point of purchase for return options. Weston Distribution only accepts returns from authorised distributors. Distributors must obtain an authorized RMA number from the returns team contactable via returns@westondistribution.com

To apply for an authorised RMA number, distributors can download the RMA form from www.westondistribution.com/terms
Once the form is completely filled out and required documents are available i.e Proof of Purchase and Replacement Proof, please submit the form and documents to returns@westondistribution.com for processing. 
 
Note that the RMA number approved must be clearly written in in large type on the outside of all returned packages. Weston Distribution will refuse any returned package(s) without an RMA number and return the product to the customer with freight due.

Expiration
An RMA number is valid for fourteen (14) calendar days after its issuance by Weston Distribution. The distributor must return the product described in the RMA, or else a new RMA number will be required. If Weston Distribution does not receive the product(s) within the allowed time frame, the RMA will be closed and returns may be refused, potentially delaying the process.

Returns from Authorised Distributor
Weston Distribution only accepts returns from authorised distributors. If you are not an authorised distributor and you should experience a problem with our product, please return it to the point of purchase.

Return for Credit Policy
Weston Distribution has a 90-day return for credit policy for defective items. Warranty begins from the date  ships the product to dealers/end-users. The dealer or end-user is required to send the defective product(s) back to the distributor for return processing. Distributors must submit a return authorization request with Weston Distribution via the RMA form. Returns outside the 90-day time period are not eligible for credit. Product(s) that have been painted, tampered with, labels removed, or any other modifications will void the credit warranty. These product(s) may be repaired but fees may apply.
 
Restocking Fees
A 30% restocking fee will be applied to any new/unused, non-defective product(s) returned within 90 days of the distributor ship date to the dealer/end-user.
 
“Special Order” Purchases
Customised products or items we do not regularly stock cannot be returned for refund/credit or exchange. A Repair RMA will be processed for defective special order items; upon further evaluation and product is confirmed irreparable, a replacement will be processed.
 
Software Returns
Weston Distribution has a 30-day return policy for software license orders.

Advance Replacement
Weston Distribution has a one (1) year warranty policy for replacement/returns. Dealers/end-users must send the defective product(s) back to the distributors. Distributors may then offer an over the counter exchange option if the product is available at the branch. If the product is out of stock, the distributor will have to place a new purchase order with Weston Distribution. Once the exchange/replacement is completed, the distributor must submit the return authorisation request with Weston Distribution via the RMA form within 5 working days, otherwise the request will not be processed.
 
In the unlikely case of product failure within the first year of ownership Weston Distribution will make the best effort to ship replacement product(s), via distribution, of equivalent performance and specifications. An RMA for Credit request is mandatory for the return of the defective product(s). Please follow normal RMA instructions when requiring an advance replacement.
 
Bundle (Kit) Packages Over the counter exchange is an option via distribution for defective sub-kit cameras or recorders. Please contact your point of purchase for RMA options.

Repair
The distributor must fill out and submit the RMA form with all the required information to assist the repair department with diagnosing and repairing the item. Warranty goods are repaired without contacting the customer. An "Estimation of Charges" is sent to customers for the repair of Non-Warranty goods, which they must review and sign if acceptable. Non-warranty items require written authorisation from the customer. If an item is deemed "irreparable" the customer is contacted and has the option of (1) having the product returned, (2) having the product scrapped or (3) purchasing a new unit as replacement.

Packaging Requirements
All returned products must be packaged to afford individual mechanical protection so damage does not occur while the product is in transit to Weston Distribution. In addition, the packaging must provide proper electrostatic discharge (ESD) protection. All packaging should be comparable to the packaging in which Weston Distribution originally shipped the product. For multiple packages, each package must be labelled with the approved RMA number and properly sealed, and a copy of the RMA form must be enclosed with the shipment. Weston Distribution is not responsible for packages or items received damaged in transit, repair fees may apply. The distributor or customer must enclose a packing list identifying the contents in each shipping carton.

Freight Charges
The distributor will pay inbound freight of the returned product and Weston Distribution will pay the ground outbound freight of the repaired product to the customer
Please Note Products may not be returned via any visiting Weston Distribution representatives and must be returned in line with the above policy. Any products given to Weston Distribution employees for return under RMA, without express authorisation of a director of Weston Distribution, will be rejected by the returns team and the distributor will be liable for any return carriage.