Intercity Hardware Portal Terms

1. Incorporation, Scope and Precedence

1.1 These Intercity Hardware Portal Terms (the Portal Terms) supplement the contract already in force between Intercity and the Customer, including the applicable general terms and conditions, order forms, statements of work and service-specific terms entered into by the parties from time to time (together, the Existing Contract).

1.2 Definitions

Portal means Intercity’s online hardware purchasing platform through which the Customer may view Products and submit Orders.

Products means the hardware, equipment and related items made available for purchase through the Portal.

Order Confirmation means an electronic or written communication issued by Intercity confirming its acceptance of an Order.

1.3 Each order submitted through the Portal and accepted by Intercity (an Order) forms part of the Existing Contract. The parties agree that an Order placed and accepted in accordance with these Portal Terms is an agreed alternative ordering mechanism under the Existing Contract and does not require a separately signed Order Form unless Intercity specifies otherwise. These Portal Terms apply when the Customer submits the Order through the Portal or otherwise confirms its acceptance of them.

1.4 The Existing Contract continues in full force and applies to each Order. These Portal Terms do not replace or reopen the Existing Contract. If there is any conflict, these Portal Terms prevail only in relation to the Portal and the ordering, availability, pricing before acceptance, delivery, inspection, cancellation, return, title, risk and manufacturer warranty treatment of Products purchased through it; the Existing Contract prevails for all other matters, including payment, liability, confidentiality, data protection, termination, dispute resolution and governing law. Capitalised terms not defined here have the meanings given in the Existing Contract. Any terms submitted by the Customer in a purchase order, procurement system or other document do not apply unless Intercity expressly agrees otherwise in writing.

2. Portal Access and Suspension Rights

2.1 The Customer shall ensure that all usernames, passwords and security credentials are kept secure and confidential.

2.2 The Customer is responsible for all activity conducted through its Portal account, including Orders placed by its employees, contractors and authorised users.

2.3 Intercity may suspend, restrict or terminate access to the Portal immediately where it reasonably suspects unauthorised access, security risks, fraud, misuse or breach of these Portal Terms.

2.4 Any Order submitted through the Customer’s Portal account using valid login credentials shall be deemed authorised by, and binding on, the Customer, unless the Customer notified Intercity before submission that the relevant credentials had been compromised and Intercity had a reasonable opportunity to disable them, or Intercity knew that the person submitting the Order was not authorised to do so.

2.5 The Customer is solely responsible for establishing and administering its internal purchasing approvals, financial limits, authorised-user permissions and account controls, and for promptly disabling or updating access when an authorised user’s role or authority changes. Intercity is not required to verify that any Order complies with the Customer’s internal policies, delegated authority or approval procedures, and the Customer shall remain bound by each Order submitted through its Portal account in accordance with clause 2.4.

2.6 The Portal is provided on an “as available” basis. To the fullest extent permitted by law, Intercity does not warrant that the Portal will be continuously available, uninterrupted, secure or error-free. Intercity may suspend, withdraw or restrict access to all or any part of the Portal for maintenance, security, technical or operational reasons, without liability. Any interruption, suspension, withdrawal or restriction shall not affect an Order already accepted by Intercity or the Customer’s obligations in respect of that Order.

3. Products and Product Information

3.1 Product descriptions, specifications, photographs, compatibility information and pricing displayed on the Portal are provided for general information only and may be amended, withdrawn or corrected at any time. The Customer remains responsible for verifying that the Products are suitable for its requirements in accordance with clause 3.4.

3.2 Manufacturers may amend specifications, designs and product features without notice and Intercity shall not be liable for minor variations, improvements, updates or changes introduced by manufacturers.

3.3 Images are provided for illustrative purposes only.

3.4 Unless Intercity expressly agrees in writing to provide design, configuration or consultancy services, the Customer is responsible for checking before placing an Order that the Products, quantities, specifications, configurations, compatibility, connectivity, capacity and site requirements are suitable for its intended purpose and environment.

3.5 Intercity may rely on all information, specifications, delivery details, configurations and instructions supplied or approved by the Customer. The Customer shall reimburse Intercity for reasonable additional costs arising from inaccurate, incomplete or changed information or instructions.

4. Orders

4.1 Submission of an Order constitutes an offer by the Customer to purchase the applicable Products.

4.2 An Order shall not be accepted and no binding contract shall arise until Intercity:

(a) issues an Order Confirmation;

(b) accepts the Order in writing; or

(c) dispatches the Products,

whichever occurs first.

4.3 The version of these Portal Terms presented to the Customer when it submits an Order applies to that Order. Intercity may update these Portal Terms for future Orders, but an update shall not vary an Order already accepted unless the parties agree otherwise in writing.

4.4 Intercity may refuse an Order before acceptance, or cancel or suspend an accepted Order, where:

(a) Products are unavailable;

(b) a pricing, product description or configuration error has occurred;

(c) credit approval cannot be obtained, the Customer has exceeded its credit limit or any amount due from the Customer is overdue;

(d) fraud or unauthorised activity is suspected; or

(e) Intercity is otherwise unable to fulfil the Order for operational, commercial or regulatory reasons.

4.5 If Intercity cancels an accepted Order under clause 4.4, Intercity shall refund any sums paid for Products not supplied. Subject to any liability that cannot lawfully be excluded and to the liability provisions of the Existing Contract, that refund shall be the Customer’s sole remedy in respect of the cancellation.

5. Pricing and Payment

5.1 All prices are stated exclusive of VAT and delivery charges unless otherwise expressly stated.

5.2 Intercity reserves the right to correct any typographical, administrative, pricing or publication errors.

5.3 Where an obvious pricing error has occurred, Intercity may cancel the relevant Order and refund any sums paid.

5.4 Before Intercity accepts an Order, it may revise the price or other charges to reflect changes in supplier or manufacturer pricing, exchange rates, taxes, duties, tariffs, freight, insurance or other third-party costs. Intercity shall notify the Customer of the revised price, and the Customer may accept the revision or withdraw the Order before acceptance.

5.5 Invoicing, payment, credit limits, interest, set-off and suspension rights are governed by the Existing Contract.

6. Product Availability

6.1 All Products are supplied subject to manufacturer, distributor and supplier availability.

6.2 Intercity does not guarantee stock availability.

6.3 Where a Product becomes unavailable after an Order has been submitted, Intercity may cancel the affected part of the Order and refund any sums paid for the unavailable Product, or offer the Customer a successor product or functionally equivalent alternative. Intercity shall not supply a substitute without the Customer’s approval.

6.4 Intercity shall notify the Customer of any resulting change in price or charges. The Customer may accept the substitute and the revised price, or cancel the affected part of the Order and receive a refund of any sums paid for it. Subject to clause 6.3, Intercity shall not be liable for losses arising from manufacturer shortages, allocation restrictions, product withdrawals, end-of-life announcements or wider supply chain disruption.

7. Delivery

7.1 Delivery dates are estimates only and time shall not be of the essence.

7.2 Subject to the liability provisions of the Existing Contract, Intercity shall not be liable for delay caused by manufacturers, distributors, suppliers, couriers, customs authorities or other third parties involved in supply or delivery, to the extent that the delay is outside Intercity’s reasonable control.

7.3 Intercity may make delivery in instalments or partial shipments.

7.4 The Customer shall provide all reasonable assistance necessary to facilitate delivery.

7.5 Delivery occurs when the Products are delivered to the delivery address specified in the Order or are handed to any employee, representative, reception desk, carrier, installer or other person at that address or otherwise nominated by the Customer to receive them. A carrier's or delivery provider's record shall be prima facie evidence of delivery.

7.6 Where delivery is delayed due to the Customer's acts or omissions, or the Customer fails to take delivery when tendered, Intercity may treat delivery as completed, invoice the Products, store them at the Customer's risk and expense and charge reasonable storage, insurance and redelivery costs.

7.7 If the Customer does not take delivery within ten Business Days after Intercity notifies it that the Products are ready, Intercity may, after giving reasonable further notice, resell or otherwise dispose of the Products and recover from the Customer any shortfall, committed cost and reasonable expense incurred.

8. Risk and Title

8.1 Risk in the Products shall pass to the Customer upon delivery.

8.2 Legal and beneficial title to the Products shall remain with Intercity (or its suppliers) until Intercity has received payment in full for:

(a) the relevant Products; and

(b) all other amounts due from the Customer.

8.3 Until title passes, the Customer shall:

(a) keep the Products identifiable as Intercity property;

(b) not create any charge or security interest over them; and

(c) maintain them in good condition and adequately insured.

8.4 If, before title passes, the Customer becomes subject to an insolvency event, fails to pay any amount when due, or Intercity reasonably believes payment is at risk, the Customer's right to possess, use or resell the Products shall end immediately and Intercity may require the Customer to deliver them up.

8.5 If the Customer fails promptly to deliver up Products under clause 8.4, Intercity and its agents may, to the extent permitted by law and on reasonable notice where practicable, enter premises where the Products are stored to identify, recover and remove them. Recovery does not affect the Customer's obligation to pay any outstanding amounts or Intercity's other rights.

9. Inspection and Acceptance

9.1 The Customer shall inspect all Products promptly upon delivery.

9.2 Any claim relating to shortages, transit damage, incorrect Products or visible defects must be notified to Intercity within five Business Days of delivery. This time limit does not apply to a latent defect that could not reasonably have been identified on inspection or to any right or remedy that cannot lawfully be excluded or restricted.

9.3 Failing such notification, the Products shall be deemed accepted, except in respect of latent defects that could not reasonably have been identified on inspection.

10. Cancellations

10.1 Once accepted by Intercity, Orders may only be cancelled with Intercity's written consent.

10.2 Intercity may recover all costs, commitments and liabilities incurred in connection with the cancelled Order.

10.3 Products that are build-to-order, configure-to-order, bespoke, special-order, non-standard, software-based, subscription-based or procured specifically for the Customer shall be non-cancellable once procurement has commenced.

11. Returns and Return Merchandise

Authorisations (RMAs)

11.1 No Product may be returned without a valid Return Merchandise Authorisation (RMA) issued by Intercity.

11.2 Intercity may refuse any return request that falls outside applicable manufacturer, distributor or supplier return policies.

11.3 Products returned under an RMA must:

• be complete;
• be undamaged;
• include original accessories;
• include all documentation and packaging where available; and
• clearly reference the applicable RMA number.

11.4 Intercity reserves the right to reject any return that fails to satisfy these requirements.

11.5 No refund or credit is due until Intercity has received and inspected the returned Products. Where the return is not due to a defect or other breach by Intercity, any refund or credit may also be conditional on approval or credit from the relevant manufacturer, distributor or supplier. Nothing in this clause limits any remedy the Customer has for defective Products or any liability that cannot lawfully be excluded or restricted.

11.6 Before returning any Product, the Customer shall back up and permanently and securely erase all data, remove user accounts and credentials, disable activation, security and device locks, remove all removable media and ensure that the Product contains no Customer or third-party data. Intercity and its manufacturers, distributors and service providers may, without obligation, erase or destroy any data remaining on a returned Product. Subject to the Existing Contract and to the fullest extent permitted by law, Intercity shall not be liable for any loss, disclosure, corruption or recovery of data resulting from the Customer’s failure to comply with this clause. The Customer shall reimburse Intercity for reasonable costs incurred in dealing with data or access restrictions left on a returned Product.

12. Non-Returnable Products

12.1 Unless defective, the following Products, and any software licence, cloud subscription, support entitlement or digital item supplied with, embedded in, activated for or otherwise forming part of a hardware Order, are non-returnable:

• build-to-order products;
• configured devices;
• special-order products;
• software licences;
• cloud subscriptions;
• activated products;
• downloadable products; and
• products designated by the manufacturer as non-returnable.

12.2 Manufacturer and distributor restocking charges, together with Intercity's reasonable administration and processing costs incurred in connection with an approved return, may be passed through to the Customer.

13. Third-Party and Manufacturer Terms

13.1 Many Products supplied by Intercity incorporate third-party software, cloud services, licences, support services and manufacturer warranties.

13.2 The Customer shall comply with all applicable terms imposed by manufacturers and vendors, including licensing terms, acceptable use policies, warranty conditions and support requirements, provided that Intercity has made those terms available to the Customer, or clearly identified where they can be accessed, before the Customer submits or activates the relevant Order or Product. Where such terms are updated by the relevant manufacturer or vendor, the updated terms shall apply to the extent required for continued use, support or warranty of the Product.

13.3 To the extent permitted by law, Intercity shall have no liability arising from the acts, omissions, failures or decisions of manufacturers, distributors, licensors or other third-party suppliers.

14. Warranties

14.1 Intercity does not manufacture the Products supplied through the Portal.

14.2 Except where expressly stated, Products are supplied with the benefit of the applicable manufacturer’s warranty. Intercity shall pass through to the Customer the benefit of that warranty to the extent that it is entitled to do so.

14.3 Intercity does not warrant that:

(a) any Product will meet the Customer's specific requirements;

(b) any Product will operate without interruption; or

(c) manufacturer products or software will remain available indefinitely.

14.4 Where reasonably possible, Intercity shall assist the Customer in obtaining the benefit of any applicable manufacturer warranty. Nothing in these Portal Terms excludes or restricts any condition, warranty, right, remedy or liability that cannot lawfully be excluded or restricted. Any exclusion or restriction of an implied term or liability is effective only to the extent permitted by law and, where applicable, subject to the requirement of reasonableness.

15. Fraud Prevention

15.1 Intercity may undertake identity verification, credit checks and anti-fraud checks before accepting any Order.

15.2 Intercity may delay, cancel, suspend or investigate any Order where fraud, abuse, unauthorised activity or suspicious conduct is suspected, including pending satisfactory completion of any checks under clause 15.1.

15.3 The Customer shall promptly provide any information reasonably requested by Intercity in connection with identity verification, credit, security, fraud prevention or account validation checks.

16. Export Controls

16.1 The Customer shall comply with all applicable export control, trade sanctions and import laws and shall, on request, promptly provide accurate information concerning the end user, destination, intended use and any onward transfer of the Products.

16.2 The Customer shall not export, re-export, transfer or otherwise make available any Products in breach of applicable export controls, trade restrictions or sanctions. Intercity may refuse, suspend or cancel supply where it reasonably believes that a transaction may breach any such requirement or where the Customer does not provide information reasonably requested under clause 16.1. If an accepted Order is cancelled under this clause, Intercity shall refund sums paid for Products not supplied, less any non-recoverable third-party costs reasonably incurred before cancellation, except to the extent that the cancellation results from the Customer’s breach.