Terms and Conditions for the Supply of Goods

v1.2 November 2024

Stone Technologies Limited, registered in England and Wales with under company number 02658501, with registered address at Granite One Hundred, Acton Gate, Stafford, Staffordshire ST18 9AA ("Stone") has agreed to supply goods and/or services and/or licenced software ("Goods") to the person/firm to who buys such goods/services/software licences ("Customer"). The supply of Goods shall be governed by and subject to the terms set out in this document as the terms and conditions of supply of Goods (as amended from time to time using the variation process set out in the General Conditions) ("Goods Conditions") together with Stone’s General Terms and Conditions of Supply ("General Conditions") (available at www.stonegroup.co.uk and on request).

The Conditions apply to the exclusion of any other terms that Customer seeks to impose, or which are implied by trade, custom, practice or course of dealing.

1. GOODS

1.1. The terms of this clause 1 apply in respect of any Goods to be supplied pursuant to a Contract.

1.2. Stone shall supply the Goods to the Customer pursuant to each Contract.

1.3. Direct Goods

1.3.1. Stone warrants that the Goods will conform in all material respects with the Goods Specification.

1.4. Refurbished Goods

1.4.1. In respect of any Refurbished Goods, the Customer acknowledges that these are not new and are supplied in the condition stated in the Order Form.

1.5. Reseller Goods

1.5.1. The parties acknowledge that Stone is not the manufacturer of the Reseller Goods. As a reseller of the Reseller Goods, Stone agrees to pass on to the Customer the benefit of any warranties that it obtains from the manufacturer of the Reseller Goods ("Manufacturer Warranties") and shall provide details of the same upon request, for the period that such Manufacturer Warranties are afforded to Stone ("Warranty Period").

1.5.2. Where the Customer claims under any of the Manufacturer Warranties (and such claim is justified), the terms of the Manufacturer Warranties shall determine the Customer's recourse. Stone shall use its reasonable endeavours to assist the Customer to obtain such recourse, but shall not be responsible if the manufacturer refuses to comply with any such warranty or if the manufacturer is unable to comply where, for example, it has become insolvent.

1.6. Delivery dates are approximate only and time of delivery is not of the essence. Delivery shall be completed on the Goods' arrival at the Delivery Location. The Customer is responsible for unloading, and any unloading that takes place shall be at the Customer's risk, unless this is expressly included as part of any Services to be provided by Stone pursuant to a Contract.

1.7. Stone shall deliver the Goods to the Delivery Location after the Goods are ready, except in the case of Gold Stock which Stone shall deliver after the Customer purchases the Gold Stock.

1.8. If the Customer fails to accept or take delivery of the Goods (including failing to provide appropriate delivery instructions to Stone), Stone shall store the Goods until delivery takes place, and may at its option charge the Customer for all related costs and expenses (including insurance).

1.9. Where 10 Business Days have elapsed since Stone attempted to re-deliver the Goods to the Delivery Location and/or where Stone has either notified the Customer to arrange another delivery following failure of the first and the Customer has not engaged with this correspondence then Stone may resell or otherwise dispose of all of the Goods or any part of them, and after deducting reasonable storage and selling costs, charge the Customer for any shortfall below, the price of the Goods.

1.10. Stone may deliver in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

1.11. Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.

1.12. Title to the Goods shall not pass to the Customer until Stone has received payment in full (in cleared funds) for the Goods and Services (and all other goods and services that Stone has supplied to the Customer or any part of its Group for which payment is due, under this or any other Contract). From delivery until title has passed to the Customer, the Customer shall:

1.12.1. hold the Goods on a fiduciary basis as Stone' bailee;

1.12.2. store the Goods separately from all other goods and ensure they are readily identifiable as Stone' property;

1.12.3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

1.12.4. maintain the Goods in satisfactory condition and keep them insured on Stone' behalf against all risks for their full price; and

1.12.5. give Stone such information relating to the Goods as Stone requires, but the Customer may resell/use the Goods in its ordinary course of business.

1.13. The Customer shall inspect the Goods on delivery and inform Stone within 3 (three) days of the date of delivery if the Goods are damaged or more or less than the correct amount has been delivered. The Customer's only remedy in respect of damaged or short delivery shall be (at Stone's sole discretion) the provision of replacement goods or a refund. Stone shall not be liable for any damage or under or over delivery that is not notified in this way.

1.14. Where the Customer is subject to an Insolvency Event (or Stone believes that the same is about to occur) before title to the Goods passes to the Customer, if the Goods have not been resold or irrevocably incorporated into another product or service, (without limiting any other right or remedy Stone may have) Stone may demand the Customer deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer (or a third party) where the Goods are stored to recover them. The Customer shall ensure that Stone shall have similar rights of entry with respect to any third party who takes possession of the Goods prior to the passage of title from Stone to the Customer.

1.15. Stone provides a collection facility to Customers for Goods which Stone is obliged to collect which have reached the end of their life in accordance with the Waste Electrical and Electronic Equipment Regulations 2013 (SI 2013/3113) ("WEEE Regulations").

1.16. Provided the Goods satisfy Stone's minimum volume requirements and the site from which the Goods are to be collected satisfy Stone's access requirements from time to time and is located in mainland United Kingdom, Stone will collect such Goods free of charge. If such requirements are not met, then Stone may charge the Customer for such collection at the Stone's standard rates from time to time.

1.17. Following the delivery of Goods the Customer will be responsible for disposing of any packaging in a responsible and legally compliant manner.

2. WARRANTIES

2.1. Subject to the remaining provisions of this clause 2, Stone warrants that where it is the manufacturer of any Good and/or Deliverable on delivery, and for a period of 12 months from the date of delivery (warranty period), those Goods and/or Deliverables shall:

2.1.1. conform in all material respects with the Goods Specification; and

2.1.2. be free from material defects in design, material and workmanship.

2.2. Where the Stone is not the manufacturer of any Good or Deliverable, Stone shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to Stone in respect of such Good or Deliverable subject to any burdens and/or clauses attached to such warranty or guarantee and to the extent that Stone is permitted to transfer such benefit. Other than its obligations set out in this clause 2.2, Stone gives no warranty or guarantee in respect of Goods or Deliverables for which Stone is not the manufacturer or producer of the Goods or Deliverables.

2.3. Subject to the following clauses of this clause 2, if:

2.3.1. the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods or Deliverables do not comply with the warranty set out in clause 2.1;

2.3.2. Stone is given a reasonable opportunity of examining such Goods and/or Deliverables; and

2.3.3. the Customer (if asked to do so by Stone) returns such Goods and Deliverables to Stone's place of business at the Customer's cost, Stone shall, at its option, repair or replace the defective Goods and/or Deliverables, or refund the price of the defective Goods and/or Deliverables in full.

Stone shall be at liberty to repair and/or replace the defective Goods and/or Deliverables with nearly new or refurbished parts and/or Goods and/or Deliverables where necessary, for example in circumstances when new parts and/or Goods and/or Deliverables are not readily available.

2.4. Stone shall not be liable for the Goods' and/or Deliverables' failure to comply with the warranty in clause 2.1 if:

2.4.1. the Customer makes any further use of such Goods and/or Deliverables after giving a notice in accordance with the Conditions;

2.4.2. the defect arises because the Customer failed to follow Stone's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or Deliverables or (if there are none) good trade practice;

2.4.3. the defect arises as a result of Stone following any Goods Specification supplied by or request made by the Customer;

2.4.4. the Customer alters or repairs such Goods and/or Deliverables without the written consent of Stone;

2.4.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

2.4.6. the Goods and/or Deliverables differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

2.5. Replacement Goods and/or Deliverables are warrantied as above for the remainder of the original applicable warranty period. Stone will not have any obligation to de-install or re-install replacement Goods and/or Deliverables unless agreed in writing between the parties.

2.6. In addition to the warranties set out in this clause 2, Stone also gives the warranties set out in any Warranty Package in each case subject to and in accordance with the terms set out therein.

2.7. The warranty in clause 2.1 does not apply to any Consumable except for batteries.

2.8. The Goods may consist of rechargeable batteries which by their very nature are a consumable item that may eventually need to be replaced. The Customer acknowledges that battery run-time capacity degrades over time and usage (even if the equipment is permanently connected to the AC mains) and this would not be regarded a defect in the Goods and as such would not cause a warranty claim under this clause 2 to arise.

2.9. Unless stated in the Goods Specification, all monitors provided by Stone as part of the Goods will conform to ISO 9241-307 Class II pixel defect standard or any successor standard in either case as is in force on the delivery date. Pixel failure tolerance during the life of the monitor is as follows:

Type 1 - 2 full bright ("stuck on white") pixel

Type 2 - 2 full dark ("stuck off") pixel

5 - 10 single or double bright or dark sub-pixels

(allowed pixel defects per 1 (one) million pixels in the TFT/LCD matrix) or as otherwise stated in the current ISO 9241-307 Class II pixel defect standard or any successor standard as in force on the delivery date. While the number of failed pixels remains within this tolerance, Stone shall have the right to decline any warranty claim and/or obligation to replace/repair a monitor on the grounds of pixel failure and the Goods will be deemed to be in conformance with the warranty.

2.10. Any repaired or replacement Good provided which is not covered by the warranty in clause 2.1 will:

2.10.1. be charged for based on Stone's then current charging rates and/or prices (as applicable); and

2.10.2. be supplied with the warranty provided at clause 2.1, but subject to a reduced warranty period of 3 months from the date of repair or delivery of the replacement Good.

2.11. Stone offers the Service of pre-loading the Customer's units with any standard software build set out in the Order ("Software Build"). The following provisions apply in respect of each Software Build:

2.11.1. Stone will also reapply the Software Build if necessary and required following any warranty repair by Stone within the relevant warranty period;

2.11.2. Stone may delete the Software Build from Stone's systems at the end of the warranty period applicable to the relevant Goods;

2.11.3. the Customer warrants that it is fully authorised to require and permit Stone to apply and reapply the Software Build; and

2.11.4. the Customer shall indemnify and keep indemnified Stone against any and all liability suffered by Stone and arising from or due to any claim by a third party arising out of the application or the re-application by Stone of the Software Build.

2.12. Where the Goods and/or Deliverables include any software, the Customer acknowledges and agrees that Stone provides no warranty with the software and that the software will be licensed directly to the Customer by the software licensor and subject to any burdens and/or conditions attached to the relevant software licence.

2.13. Stone does not warrant uninterrupted or error-free operation of the Goods, Deliverables or Services.

2.14. Stone provides no advice in relation to the environment or environmental controls which may be required at the Customer's premises to safely and reliably operate and/or utilise the Goods and/or Deliverables and the Customer should obtain its own independent advice in this regard.

2.15. The Customer shall not remove or obscure any logo or writing on Goods and/or Deliverables that Stone has supplied to the Customer. The Customer shall replace all batteries and other consumable parts of the Goods and/or Deliverables as required with compatible and approved consumables. The Customer shall not, and shall ensure that end users do not tamper with or attempt to repair or service the Goods and/or Deliverables or allow any party other than Stone to do so. Any attempt to do this may invalidate any applicable warranties.

2.16. Except where there is a genuine dispute concerning the Charges, no warranty provided by Stone shall apply for as long as the Charges or part of them is overdue for payment and any applicable warranty period shall be reduced by any period during which the Charges or part of them are overdue for payment.

2.17. Stone shall have no liability for any Goods and/or Deliverables being defective or for defective Services where the defect has been caused by the Customer.

2.18. Stone shall be entitled to rely on any information supplied by the Customer in respect of its requirements for software licences and Stone shall have no liability to the Customer for any inadequacy in the number of software licences supplied due to any information supplied by the Customer being inaccurate, incomplete, inadequate and/or misleading.

2.19. Stone shall have no liability to the Customer for any matters which arise due to or in connection with a failure by the Customer to implement an appropriate environment or environmental controls at the Customer's premises in relation to the operation or utilisation of the Goods and/or Deliverables.

2.20. Stone shall have no liability to the Customer for any part of any Goods and/or Deliverables which is defective and/or defective Services, unless the event is notified to Stone in accordance with clause 1.13 in respect of any defects apparent on delivery.

2.21. Stone shall have no liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer's continued use of defective Goods and/or Deliverables after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.

2.22. Stone shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against Stone.

2.23. Stone shall have no liability to the Customer for any loss or damage which it may suffer as a result of the loss of any data or applications from any hard drive or other storage medium either during the repair or replacement of any Goods or the provision of any of the Services. The Customer must take responsibility for protecting against any such risks in such manner as it sees fit including making such backups as it may require of the information at such intervals as may be appropriate for its purposes.

2.24. To enable Stone to assess whether the Goods, Deliverables and/or Services do not comply with any warranty given by Stone, the Customer shall (at the request of Stone) either procure Stone's access to the relevant premises to enable Stone to view the defective Goods, Deliverables and/or Services and/or send in accordance with Stone's instructions the defective Goods and/or Deliverables to Stone at its own cost for inspection. If the Customer is required to send the defective Goods and/or Deliverables to Stone for inspection and it is subsequently determined by Stone that the defect is within the scope of its warranty, Stone shall refund the costs reasonably incurred by the Customer in delivering the defective Goods and/or Deliverables to Stone.

2.25. In the event of any valid claim under any warranty in these Conditions being made by the Customer, Stone shall be entitled to re-perform the Services and/or replace the Goods and/or Deliverables free of charge or, at Stone's sole discretion, refund to the Customer the Charges for the defective Goods and/or Services (or a proportionate part of the Charges as appropriate) but Stone shall have no further liability to the Customer.

3. SUPPORT PACKAGES

3.1. Subject to the remaining provisions of this clause 3, if the Customer has selected and Stone has agreed to provide a Support Package Stone shall, if a fault develops in respect of any Good during the Period, at Stone's option, either:

3.1.1. repair the defective Good (or the appropriate component part(s) of that Good); or

3.1.2. replace the defective Good (or the appropriate component part(s) of that Good); or

3.1.3. refund an amount calculated in accordance with the following formula:

A = B ÷ C x D

Where:

A is the amount of the refund;

B is the total number of days in the period from the date on which the fault was first reported to Stone pursuant to clause 3.5 and the last day of the Period;

C is the total number of days in the Period; and

D is an amount equal to the price paid for the defective Good.

3.2. Stone shall have no obligations pursuant to this clause 3 if, in the reasonable opinion of Stone, the fault has arisen as a result of or has been exacerbated by:

3.2.1. any accidental or wilful damage to the Good or any part of the Good;

3.2.2. the Customer's negligence;

3.2.3. the improper or inadequate installation of the Good or any part of the Good (save where that installation was carried out by or on behalf of Stone);

3.2.4. any use or storage of the Good or any part of the Good which is in any way contrary to the instructions or advice provided by Stone or (if appropriate) by the manufacturer of the Good;

3.2.5. any improper or inadequate handling, maintenance or repair of the Good or any part of the Good (save where the same was carried out by on or behalf of Stone);

3.2.6. any alterations made to the Good or any part of the Good (save where such alterations are carried out by or on behalf of Stone or have been expressly approved in writing and in advance by Stone);

3.2.7. the use of the Good or any part of the Good in conjunction with anything (including software) that has not been supplied by Stone (save where the use of that thing was expressly approved or authorised in any instructions or advice provided by Stone or (if appropriate) by the manufacturer of the Good); or

3.2.8. a Force Majeure Event.

3.3. Stone shall have no obligations pursuant to this clause 3 unless, throughout the Period, the Customer:

3.3.1. ensures that it only uses the Good(s) in accordance with the instructions and recommendations of the relevant manufacturer(s) of the Good(s);

3.3.2. co-operates fully with Stone in the diagnosis and assessment of any fault that develops in respect of any Good including providing Stone with access to any information, documentation, software and personnel that may reasonably be required by Stone in order to comply with its obligations under this clause 3; and

3.3.3. complies with its obligations under clause 3.5.

3.4. Stone shall have no obligations pursuant to this clause 3 if:

3.4.1. the fault relates to a Consumable and it has arisen in circumstances where Stone reasonably concludes that the fault has been caused by something other than a Hardware Failure; or

3.4.2. the fault relates to a Monitor and notwithstanding the fault the Monitor nevertheless continues to conform to and meet the standards for typical monitor resolutions that are set out in ISO-9241-307:2008.

3.5. If a fault develops with a Good:

3.5.1. the Customer must notify Stone as soon as reasonably possible after becoming aware of the fault by phoning Stone's designated help line phone number within Working Hours;

3.5.2. Stone shall, during the course of the call from the Customer referred to in clause 3.5.1, assess whether in the circumstances Stone has or could have any obligations pursuant to this clause 3;

3.5.3. if Stone concludes, acting reasonably, that it has no obligations pursuant to this clause 3 it shall not be required to do anything further but if Stone concludes, acting reasonably, that it has obligations pursuant to this clause 3 the Customer shall arrange for the Good(s) to be returned to Stone by such means and in such manner as may be specified by Stone at the time;

3.5.4. if the Good is returned to Stone pursuant to clause 3.5, Stone shall, if it chooses to repair or replace that Good arrange for the Good to be returned to the Customer as soon as reasonably possible after the repair or replacement has taken place and by such means as Stone may reasonably select.

3.6. Stone and the Customer acknowledge and agree that if Stone is required pursuant to the provisions of this clause 3:

3.6.1. to repair any defective Good (or a component part of any Good) Stone shall only be required to ensure that following such repair the Good provides at least the same level of functionality as was provided by the Good before the fault developed;

3.6.2. to replace any defective Good (or a component part of any Good) Stone shall not be required to ensure that the replacement Good or component is new and shall only be required to ensure that the same is free from defects and that following replacement the Good provides at least the same level of functionality as was provided by the Good before the fault developed; and

3.6.3. to make a refund in relation to a defective Good Stone shall take reasonable steps to arrange for the refund to be made to the Customer by no later than 15 Business Days after the decision has been taken to make the refund or if later by the date falling three Business Days after the date on which Stone takes possession of the defective Good.

3.7. Stone and the Customer acknowledge and agree that in complying with the obligations under this clause 3:

3.7.1. Stone shall not be responsible for the loss of any data that belongs to or was being stored by the Customer on the Good(s) or elsewhere;

3.7.2. the Customer shall be solely responsible for ensuring that:

(i) it has in place at all times adequate and appropriate arrangements to back-up and retrieve or restore its data; and

(ii) it has taken appropriate and sufficient measures to protect all of its confidential information and to ensure compliance with all of its obligations in relation to Data Protection Legislation; and

(iii) Stone shall not be responsible for or required to: (a) correct any software defects that may have arisen in relation to any Good(s); (b) put in place arrangements to ensure that the Customer avoids any future software defects; (c) load or reload the Customer's data and/or applications software to any Good(s) or otherwise; or (d) reconfigure any of the Customer's systems and/or any of the Goods.

4. ADVANCE REPLACEMENT COMPONENTS

4.1. Stone may in its discretion send replacement Goods to the Customer provided that the Customer provides the reason for such request when it requests replacement Goods and Stone is satisfied that the replacement Goods are required due to the original Goods being defective.

4.2. If Stone agrees to replace any Good in accordance with this clause 4 Stone will provide the Customer with an RMA Number and invoice the Customer for the price of any such replacement Good.

4.3. The Customer must return any Good to be replaced within fourteen (14) days of the issue of an RMA Number in respect of such Good.

4.4. The Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 4.

4.5. If any Good is returned in accordance with this clause 4 but following examination by Stone no defect is revealed, Stone may charge the Customer an administration fee of 10% of the price of the Goods or £25 plus VAT whichever is the higher and the Customer must pay any such fee. Each of Stone and the Customer acknowledge and agree that any such fee is a genuine pre-estimate of the damage and loss likely to be suffered by Stone as a result of the supply, return and examination of any such Good.

4.6. After receipt of any Good to be replaced in accordance with clause 4.2 and the correct RMA Number, Stone shall credit the Customer the price of the replacement Good charged in accordance with clause 4.2 less any fee charged by Stone in accordance with clause 4.5.

5. RETURN OF GOODS FOR CREDIT

5.1. If you are an individual purchasing for reasons not connected to your trade, business, craft or profession (a 'Consumer') you should note that special terms apply to Consumers who wish to return goods, which prevail over the provisions of this Clause 5. Customers who are Consumers are referred to the Consumer Conditions available on our website at https://www.stonegroup.co.uk/terms-conditions/. In all other circumstances, should products be found to be faulty or defective we offer the returns facilities described in this section 5 and section 7.

5.2. Stone may in its discretion permit the return of Goods by the Customer provided that:

5.2.1. the Customer makes a request to return any Goods within 14 days of delivery of the Goods to the Customer and gives the reason for such request;

5.2.2. such Goods are Goods which Stone purchases and sells regularly in the ordinary course of its business and have not been especially purchased for the Customer;

5.2.3. the Customer pays any out of pocket expenses notified to it by Stone in respect of the return of such Goods to include, but not limited to, all costs of insurance and carriage of such Goods if the Customer requests transport be organised by Stone. In the event of the Customer choosing to organise transport at their own cost and expense, Stone shall not be liable for any damage during transit.

5.2.4. the Customer pays Stone an administration fee of 10% of the price of the Goods or £25 plus VAT whichever is the higher within 14 days of making a request in accordance with clause 5.1.1. Each of Stone and the Customer acknowledge and agree that any such fee is a genuine pre-estimate of the damage and loss likely to be suffered by Stone as a result of the supply, return and examination of any such Good;

5.2.5. such Goods and packaging of such Goods are returned in the same condition such Goods and packaging were in on delivery of such Goods to the Customer.

5.3. For any Goods returned via the postal service, proof of postage is not proof of delivery. The Customer is advised to send Goods via recorded delivery, registered post or a reputable courier service and to insure the Goods for their full value.

5.4. If Stone agrees to replace any Good in accordance with clause 5.1 Stone will provide the Customer with an RMA Number and invoice the Customer for the price of any such replacement Good.

5.5. The Customer must return any Good to be replaced within fourteen (14) days of the issue of an RMA Number in respect of such Good.

5.6. The Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 5.

5.7. If Goods are returned as faulty and, following receipt by Stone, the Goods are found to be in working order the Goods will be returned to the Customer and no credit issued. The Customer will be invoiced for the cost of returning the Goods. If the Customer has required Stone to provide replacement Goods whilst testing takes place, the Customer will also be invoiced for the cost of the replacement Goods. This clause does not affect the rights of a Consumer which are set out in the Consumer Conditions.

6. GOODS SUPPLIED FOR EVALUATION

6.1. Stone may supply Goods to the Customer for evaluation on a "sale or return" basis.

6.2. The Customer shall only be entitled to return Goods in accordance with this clause 6 with Stone's prior written agreement that the Goods are supplied on a "sale or return" basis.

6.3. If Goods are supplied on a "sale or return" basis, the Customer shall pay for such Goods by the due date for payment set out in Stone's invoice for the Goods.

6.4. If the Customer does not wish to purchase any Good supplied by Stone on a "sale or return" basis:

6.4.1. the Customer must request an RMA number from Stone;

6.4.2. Stone agrees to accept the return of the Good in accordance with this clause 6 Stone will provide the Customer with an RMA Number;

6.4.3. the Customer must return any such Good to Stone within 28 days of the delivery of such Good to the Customer;

6.4.4. the Customer must complete such evaluation questionnaires as are required by Stone within 14 days of the date such questionnaire is issued;

6.4.5. the Customer must clearly display the relevant RMA Number on any Good returned in accordance with this clause 6;

6.4.6. the Customer must pay any charges and/or out of pocket expenses notified to it by Stone in respect of the return of such Goods;

6.4.7. the Customer must ensure that such Goods and packaging of such Goods are returned in the same condition such Goods and packaging were in on delivery of such Goods to the Customer (save the opening of seals on such packaging).

6.5. If the Customer places an Order for Goods of the same specification as the evaluation unit(s), Stone shall count the evaluation unit(s) as part of the Order. Should the Customer choose not to accept evaluation units, Stone reserves the right to charge the Customer a reasonable fee to compensate Stone for (a) the period of time during which the Customer used the evaluation unit(s) and (b) the condition of the evaluation unit(s) when returned. This charge shall in no event exceed the price of the evaluation unit(s) at the time they were first made available to the Customer.

7. RETURNS

7.1. If any Goods are returned in accordance with clauses 4, 5 and/or 6 risk in any such Goods shall remain with the Customer until:

7.1.1. the time such Goods are fully unloaded at Stone's premises if the Customer arranges for the return of Goods;

7.1.2. the time such Goods leave the Customer's premises if Stone arranges for the collection of the Goods.

7.2. Stone does not accept liability for packages damaged during transit.

7.3. The Customer shall procure during Working Hours that Stone has free right of access to the address for the purpose of collecting any Goods to be returned.

7.4. If the Customer fails to make the Goods available for collection by Stone at such time and place as agreed between Stone and the Customer, the Customer shall indemnify and keep indemnified Stone against any and all liabilities suffered by Stone as a result of such failure, to include but not limited to, any fees charged by Stone's subcontractors and/or couriers.

7.5. If title in any Goods to be returned in accordance with clauses 4, 5 and/or 6 has passed to the Customer, title in any such Goods shall pass to Stone at the time Goods arrive at Stone's premises.

8. GOLD STOCK

8.1. If Stone has agreed to provide Gold Stock for the Customer, the Customer shall purchase from Stone 100% of the Gold Stock within 6 months from the date of Stone procuring the Gold Stock (the "Relevant Period").

8.2. Except to the extent that the Customer's failure to comply with clause 8.1 is caused by Stone's default or a Force Majeure Event, if the Customer fails to comply with clause 8.1, Stone may at its option either:

8.2.1. deliver to the Customer any Gold Stock that has not been purchased in the Relevant Period and invoice the Customer for any shortfall between (i) the price of 100% of the Gold Stock and (ii) the price of the Gold Stock purchased by the Customer in the Relevant Period (the "Gold Stock Shortfall"); or

8.2.2. retain any Gold Stock that has not been purchased in the Relevant Period and invoice the Customer for 25% of the Gold Stock Shortfall. The Customer acknowledges that this is reasonable and fairly reflects the loss Stone will suffer as a result of the Customer not purchasing 100% of the Gold Stock.

Goods
- The terms of this clause 1 apply in respect of any Goods to be supplied pursuant to a Contract.
- Stone shall supply the Goods to the Customer pursuant to each Contract.
- Direct Goods
  - Stone warrants that the Goods will conform in all material respects with the Goods Specification.
- Refurbished Goods
  - In respect of any Refurbished Goods, the Customer acknowledges that these are not new and are supplied in the condition stated in the Order Form.
- Reseller Goods
  - The parties acknowledge that Stone is not the manufacturer of the Reseller Goods. As a reseller of the Reseller Goods, Stone agrees to pass on to the Customer the benefit of any warranties that it obtains from the manufacturer of the Reseller Goods (“Manufacturer Warranties”) and shall provide details of the same upon request, for the period that such Manufacturer Warranties are afforded to Stone (“Warranty Period”).
  - Where the Customer claims under any of the Manufacturer Warranties (and such claim is justified), the terms of the Manufacturer Warranties shall determine the Customer’s recourse. Stone shall use its reasonable endeavours to assist the Customer to obtain such recourse, but shall not be responsible if the manufacturer refuses to comply with any such warranty or if the manufacturer is unable to comply where, for example, it has become insolvent.
- Delivery dates are approximate only and time of delivery is not of the essence. Delivery shall be completed on the Goods' arrival at the Delivery Location. The Customer is responsible for unloading, and any unloading that takes place shall be at the Customer’s risk, unless this is expressly included as part of any Services to be provided by Stone pursuant to a Contract.
- Stone shall deliver the Goods to the Delivery Location after the Goods are ready, except in the case of Gold Stock which Stone shall deliver after the Customer purchases the Gold Stock.
- If the Customer fails to accept or take delivery of the Goods (including failing to provide appropriate delivery instructions to Stone), Stone shall store the Goods until delivery takes place, and may at its option charge the Customer for all related costs and expenses (including insurance).
- Where 10 Business Days have elapsed since Stone attempted to re-deliver the Goods to the Delivery Location and/or where Stone has either notified the Customer to arrange another delivery following failure of the first and the Customer has not engaged with this correspondence then Stone may resell or otherwise dispose of all of the Goods or any part of them, and after deducting reasonable storage and selling costs, charge the Customer for any shortfall below, the price of the Goods.
- Stone may deliver in instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- Risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
- Title to the Goods shall not pass to the Customer until Stone has received payment in full (in cleared funds) for the Goods and Services (and all other goods and services that Stone has supplied to the Customer or any part of its Group for which payment is due, under this or any other Contract). From delivery until title has passed to the Customer, the Customer shall:
  - hold the Goods on a fiduciary basis as Stone’ bailee;
  - store the Goods separately from all other goods and ensure they are readily identifiable as Stone’ property;
  - not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  - maintain the Goods in satisfactory condition and keep them insured on Stone’ behalf against all risks for their full price; and
  - give Stone such information relating to the Goods as Stone requires, but the Customer may resell/use the Goods in its ordinary course of business.
- The Customer shall inspect the Goods on delivery and inform Stone within 3 (three) days of the date of delivery if the Goods are damaged or more or less than the correct amount has been delivered. The Customer’s only remedy in respect of damaged or short delivery shall be (at Stone’s sole discretion) the provision of replacement goods or a refund. Stone shall not be liable for any damage or under or over delivery that is not notified in this way.
- Where the Customer is subject to an Insolvency Event (or Stone believes that the same is about to occur) before title to the Goods passes to the Customer, if the Goods have not been resold or irrevocably incorporated into another product or service, (without limiting any other right or remedy Stone may have) Stone may demand the Customer deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer (or a third party) where the Goods are stored to recover them. The Customer shall ensure that Stone shall have similar rights of entry with respect to any third party who takes possession of the Goods prior to the passage of title from Stone to the Customer.
- Stone provides a collection facility to Customers for Goods which Stone is obliged to collect which have reached the end of their life in accordance with the Waste Electrical and Electronic Equipment Regulations 2013 (SI 2013/3113) (“WEEE Regulations”).
- Provided the Goods satisfy Stone’s minimum volume requirements and the site from which the Goods are to be collected satisfy Stone’s access requirements from time to time and is located in mainland United Kingdom, Stone will collect such Goods free of charge. If such requirements are not met, then Stone may charge the Customer for such collection at the Stone's standard rates from time to time.
WARRANTIES
- Subject to the remaining provisions of this clause 2, Stone warrants that where it is the manufacturer of any Good and/or Deliverable on delivery, and for a period of 12 months from the date of delivery (warranty period), those Goods and/or Deliverables shall:
  - conform in all material respects with the Goods Specification; and
  - be free from material defects in design, material and workmanship.
- Where the Stone is not the manufacturer of any Good or Deliverable, Stone shall use reasonable endeavours to transfer to the Customer the benefit of any warranty or guarantee given to Stone in respect of such Good or Deliverable subject to any burdens and/or clauses attached to such warranty or guarantee and to the extent that Stone is permitted to transfer such benefit. Other than its obligations set out in this clause 2.2, Stone gives no warranty or guarantee in respect of Goods or Deliverables for which Stone is not the manufacturer or producer of the Goods or Deliverables.
- Subject to the following clauses of this clause 2, if:
  - the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods or Deliverables do not comply with the warranty set out in clause 2.1;
  - Stone is given a reasonable opportunity of examining such Goods and/or Deliverables; and
  - the Customer (if asked to do so by Stone) returns such Goods and Deliverables to Stone’s place of business at the Customer’s cost, Stone shall, at its option, repair or replace the defective Goods and/or Deliverables, or refund the price of the defective Goods and/or Deliverables in full.

Stone shall not be liable for the Goods’ and/or Deliverables’ failure to comply with the warranty in clause 2.1 if:
- the Customer makes any further use of such Goods and/or Deliverables after giving a notice in accordance with the Conditions;
- the defect arises because the Customer failed to follow Stone’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or Deliverables or (if there are none) good trade practice;
- the defect arises as a result of Stone following any Goods Specification supplied by or request made by the Customer;
- the Customer alters or repairs such Goods and/or Deliverables without the written consent of Stone;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
- the Goods and/or Deliverables differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
Replacement Goods and/or Deliverables are warrantied as above for the remainder of the original applicable warranty period. Stone will not have any obligation to de-install or re-install replacement Goods and/or Deliverables unless agreed in writing between the parties.
In addition to the warranties set out in this clause 2, Stone also gives the warranties set out in any Warranty Package in each case subject to and in accordance with the terms set out therein.
The warranty in clause 2.1 does not apply to any Consumable except for batteries.
The Goods may consist of rechargeable batteries which by their very nature are a consumable item that may eventually need to be replaced. The Customer acknowledges that battery run-time capacity degrades over time and usage (even if the equipment is permanently connected to the AC mains) and this would not be regarded a defect in the Goods and as such would not cause a warranty claim under this clause 2 to arise.
Unless stated in the Goods Specification, all monitors provided by Stone as part of the Goods will conform to ISO 9241-307 Class II pixel defect standard or any successor standard in either case as is in force on the delivery date. Pixel failure tolerance during the life of the monitor is as follows:

Type 1 – 2 full bright (“stuck on white”) pixel

Type 2 – 2 full dark (“stuck off”) pixel

5 – 10 single or double bright or dark sub-pixels

Any repaired or replacement Good provided which is not covered by the warranty in clause 2.1 will:
- be charged for based on Stone’s then current charging rates and/or prices (as applicable); and
- be supplied with the warranty provided at clause 2.1, but subject to a reduced warranty period of 3 months from the date of repair or delivery of the replacement Good.
Stone offers the Service of pre-loading the Customer’s units with any standard software build set out in the Order (“Software Build”). The following provisions apply in respect of each Software Build:
- Stone will also reapply the Software Build if necessary and required following any warranty repair by Stone within the relevant warranty period;
- Stone may delete the Software Build from Stone’s systems at the end of the warranty period applicable to the relevant Goods;
- the Customer warrants that it is fully authorised to require and permit Stone to apply and reapply the Software Build; and
- the Customer shall indemnify and keep indemnified Stone against any and all liability suffered by Stone and arising from or due to any claim by a third party arising out of the application or the re-application by Stone of the Software Build.
Where the Goods and/or Deliverables include any software, the Customer acknowledges and agrees that Stone provides no warranty with the software and that the software will be licensed directly to the Customer by the software licensor and subject to any burdens and/or conditions attached to the relevant software licence.
Stone does not warrant uninterrupted or error-free operation of the Goods, Deliverables or Services.
Stone provides no advice in relation to the environment or environmental controls which may be required at the Customer’s premises to safely and reliably operate and/or utilise the Goods and/or Deliverables and the Customer should obtain its own independent advice in this regard.
The Customer shall not remove or obscure any logo or writing on Goods and/or Deliverables that Stone has supplied to the Customer. The Customer shall replace all batteries and other consumable parts of the Goods and/or Deliverables as required with compatible and approved consumables. The Customer shall not, and shall ensure that end users do not tamper with or attempt to repair or service the Goods and/or Deliverables or allow any party other than Stone to do so. Any attempt to do this may invalidate any applicable warranties.
Except where there is a genuine dispute concerning the Charges, no warranty provided by Stone shall apply for as long as the Charges or part of them is overdue for payment and any applicable warranty period shall be reduced by any period during which the Charges or part of them are overdue for payment.
Stone shall have no liability for any Goods and/or Deliverables being defective or for defective Services where the defect has been caused by the Customer.
Stone shall be entitled to rely on any information supplied by the Customer in respect of its requirements for software licences and Stone shall have no liability to the Customer for any inadequacy in the number of software licences supplied due to any information supplied by the Customer being inaccurate, incomplete, inadequate and/or misleading.
Stone shall have no liability to the Customer for any matters which arise due to or in connection with a failure by the Customer to implement an appropriate environment or environmental controls at the Customer’s premises in relation to the operation or utilisation of the Goods and/or Deliverables.
Stone shall have no liability to the Customer for any part of any Goods and/or Deliverables which is defective and/or defective Services, unless the event is notified to Stone in accordance with clause 1.13 in respect of any defects apparent on delivery.
Stone shall have no liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Goods and/or Deliverables after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
Stone shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against Stone.
Stone shall have no liability to the Customer for any loss or damage which it may suffer as a result of the loss of any data or applications from any hard drive or other storage medium either during the repair or replacement of any Goods or the provision of any of the Services. The Customer must take responsibility for protecting against any such risks in such manner as it sees fit including making such backups as it may require of the information at such intervals as may be appropriate for its purposes.
To enable Stone to assess whether the Goods, Deliverables and/or Services do not comply with any warranty given by Stone, the Customer shall (at the request of Stone) either procure Stone’s access to the relevant premises to enable Stone to view the defective Goods, Deliverables and/or Services and/or send in accordance with Stone’s instructions the defective Goods and/or Deliverables to Stone at its own cost for inspection. If the Customer is required to send the defective Goods and/or Deliverables to Stone for inspection and it is subsequently determined by Stone that the defect is within the scope of its warranty, Stone shall refund the costs reasonably incurred by the Customer in delivering the defective Goods and/or Deliverables to Stone.
In the event of any valid claim under any warranty in these Conditions being made by the Customer, Stone shall be entitled to re-perform the Services and/or replace the Goods and/or Deliverables free of charge or, at Stone’s sole discretion, refund to the Customer the Charges for the defective Goods and/or Services (or a proportionate part of the Charges as appropriate) but Stone shall have no further liability to the Customer.

SUPPORT PACKAGEs
- Subject to the remaining provisions of this clause 3, if the Customer has selected and Stone has agreed to provide a Support Package Stone shall, if a fault develops in respect of any Good during the Period, at Stone’s option, either:
  - repair the defective Good (or the appropriate component part(s) of that Good); or
  - replace the defective Good (or the appropriate component part(s) of that Good); or
  - refund an amount calculated in accordance with the following formula: