Globelink UK Ltd – Business Terms & Conditions of Sale

Last updated: 01/10/2025

1. Definitions

“Globelink”, “we”, “us”, “our” means Globelink UK Ltd (company number [●]; VAT [●]) of [registered address]. “Customer” means the business purchasing Goods/Services. “Goods” means the IT equipment, spares and software media we supply. “Services” means installation, configuration or other professional services. “Contract” means the agreement formed under clause 2. “Working Day” means Monday–Friday excluding bank holidays in England.

2. Basis of Contract

2.1 Orders placed via our website, purchase order, or written acceptance constitute an offer. We accept only when we issue an order confirmation or dispatch Goods, whichever is earlier.
2.2 Any quotation is valid for 7 days unless withdrawn.
2.3 Your terms are excluded unless expressly agreed in writing. The Contract comprises these T&Cs, the order confirmation, and any agreed SoW.

3. Customer Accounts & Orders

3.1 You are responsible for keeping login credentials secure and for all orders placed through your account.
3.2 You must provide accurate billing, delivery and VAT details.

4. Prices, Taxes & Errors

4.1 Prices are in GBP, exclusive of VAT, delivery, duties and insurance, unless stated otherwise.
4.2 We may correct pricing/description errors prior to dispatch; you may cancel the affected line if you do not accept the correction.
4.3 If you provide an invalid VAT number or the supply is re-characterised, you remain liable for VAT and related penalties.

5. Delivery, Risk & Title

5.1 Delivery dates are estimates and time is not of the essence.
5.2 Risk in Goods passes on delivery to your carrier/site.
5.3 Retention of title: ownership passes only when we receive cleared funds in full for the Goods and any other overdue sums you owe us. Until then, you must store Goods separately, keep them identifiable, and insure them. We may enter your premises to repossess unpaid Goods. (Retention of title is subject to the UCTA reasonableness test in B2B contracts.)

6. Inspection & Acceptance

6.1 You must inspect on delivery and notify us in writing of shortages or visible damage within 2 Working Days.
6.2 If no notice is given, Goods are deemed accepted, without prejudice to warranty claims.

7. Manufacturer Warranty & Our Warranty

7.1 Goods may carry a manufacturer’s warranty; your remedy is repair/replacement under that warranty where applicable.
7.2 For new Goods we warrant conformity to description and satisfactory quality on delivery, subject to proper use and installation. (Implied terms under the Sale of Goods Act 1979 apply to B2B supplies unless lawfully limited.)
7.3 We do not warrant that Goods are fit for a particular purpose unless we have agreed your specification in writing.

8. Returns & RMA (Business Customers)

8.1 “Change of mind” returns are not accepted by default. Any discretionary return may be subject to inspection, original packaging, and a restocking fee.
8.2 Faulty on arrival: notify within 7 calendar days for an RMA. We may repair, replace, or credit at our option.
8.3 You are responsible for securely backing up data and wiping devices before return.

9. Software & Licensing

9.1 Software, firmware and drivers are licensed, not sold. Your use is subject to the end-user licence from the relevant vendor.
9.2 We pass through vendor licence terms; conflicting Customer terms are excluded.

10. Services

10.1 We will provide Services with reasonable skill and care.
10.2 Change requests may impact scope, fees and timelines.

11. Payment, Credit & Set-off

11.1 Unless otherwise agreed, payment is pro-forma. Where we grant credit, payment is due 30 days from invoice date.
11.2 We may set off sums we owe you against sums you owe us. You may not withhold or set off payments without our written consent.
11.3 We may vary or withdraw credit at any time and suspend deliveries for non-payment.

12. Late Payment

12.1 On overdue invoices we may charge statutory interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (8% above the Bank of England base rate, unless a different contractual rate applies).
12.2 You shall indemnify us for reasonable costs of collection (including third-party fees).

13. Export, Sanctions & Compliance

13.1 You must comply with UK export controls and obtain licences where required for dual-use or controlled items. We may withhold supply where licences are required.
13.2 You confirm compliance with anti-bribery laws, including the Bribery Act 2010; you shall maintain adequate procedures to prevent bribery.
13.3 Where applicable, you will comply with environmental laws including WEEE obligations for business equipment and take-back/disposal responsibilities, unless we expressly agree alternative arrangements.

14. Data Protection

14.1 Each party will comply with UK GDPR and the Data Protection Act 2018 in relation to any personal data processed under the Contract.
14.2 Where we act as processor for Customer data (e.g., named delivery contacts), our Data Processing Addendum (DPA) forms part of this Contract.
14.3 You warrant you have a lawful basis to share personal data with us and will provide required privacy notices to data subjects.

15. Liability

15.1 Nothing limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud; or (c) any liability which cannot be limited or excluded by law.
15.2 Subject to 15.1, we exclude: (a) loss of profit, revenue, business, or data; (b) indirect or consequential loss.
15.3 Subject to 15.1, our aggregate liability arising out of or in connection with the Contract shall not exceed the greater of £50,000 or 125% of the amounts paid for the specific Goods/Services giving rise to the claim.
15.4 Any limitation is subject to the UCTA reasonableness test for B2B contracts.

16. Force Majeure

We are not liable for delay or failure caused by events beyond our reasonable control, including shortages, carrier failure, epidemics, cyber incidents, or government action.

17. Website & E-Commerce Information

We will display our company name, geographic address, contact details, company registration and VAT number, pricing and ordering steps, in line with the Electronic Commerce (EC Directive) Regulations 2002.

18. Termination & Suspension

18.1 We may suspend or terminate if you breach the Contract or become insolvent.
18.2 On termination, all unpaid invoices become immediately due; clauses intended to survive shall do so.

19. Confidentiality

Each party shall keep the other’s non-public information confidential and use it only to perform the Contract.

20. Intellectual Property

All IP in our website, catalogues, templates and Services remains ours or our licensors’. No IP is assigned unless expressly agreed.

21. Variations

Changes to these T&Cs are effective only if posted on our website with a new “Last updated” date, or agreed in writing for a specific order.

22. Assignment & Sub-contracting

We may sub-contract or assign our rights/obligations. You may not assign without our prior written consent.

23. Notices

Notices must be in writing and delivered by hand, recorded post, or email to the addresses stated on the order confirmation (or updated in writing). Email notices are effective on Working Days when sent before 5pm UK time.

24. Third-Party Rights

No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

25. Governing Law & Jurisdiction

The Contract and any dispute or claim shall be governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Schedule 1 – RMA Procedure (Summary)

1. Obtain an RMA number before returning any item.

2. Provide serial number, fault description, and diagnostic steps taken.

3. Return in original packaging with accessories.

4. DOA (7 days): we aim to repair/replace/credit after inspection.

5. Beyond DOA: processed under manufacturer warranty or paid repair.

6. Items damaged by misuse, modification, or inadequate packaging are excluded.

Schedule 2 – Data Processing Addendum (Short-form)

Role: You are Controller; we are Processor for delivery contact details and order administration.
Purpose: Fulfilment of Orders, support, warranty/RMA.
Data: Names, business emails, phone numbers, delivery addresses, device serial numbers.
Duration: Contract term plus legal retention.
Processor obligations:
a) Process only on documented instructions;
b) Confidentiality of personnel;
c) Appropriate technical and organisational security;
d) Sub-processors allowed for logistics/IT with equivalent terms; list available on request;
e) Assist with data subject requests and incident notifications;
f) Delete/return personal data at end of services;
g) Provide audit information on reasonable notice.