LEGAL

Millbeck Communications Limited Hardware Conditions of Sale

Issue date: April 2026
Version: 1.2
Document reference: MCL-HCOS-v1.2

Millbeck Communications Limited
6 Arena Park, Tarn Lane
Leeds
LS17 9BF
Tel: +44 113 548 0770
www.millbeck.co.uk

Contents

  1. Introduction and scope
  2. Definitions and interpretation
  3. Orders and contract formation
  4. Charges, payment and credit
  5. Delivery
  6. Risk, title and passing of property
  7. Acceptance and defects
  8. Warranty
  9. Router-as-a-Service (RaaS) (MSA customers only)
  10. Returns procedure (RMA)
  11. Software licensing
  12. Patent and copyright indemnity
  13. Limitation of liability
  14. Data protection
  15. Confidentiality
  16. Export control and sanctions
  17. Anti-bribery and modern slavery
  18. Insurance
  19. Termination
  20. Force majeure
  21. Notices
  22. Assignment
  23. General
  24. Governing law and jurisdiction

1. Introduction and scope

1.1 These Hardware Conditions of Sale (the "Conditions") govern the sale and, where applicable, the rental of Hardware by Millbeck Communications Limited ("MCL") to the Customer, together with any related services provided by MCL.

1.2 These Conditions are structured so that they apply to two types of Customer:

  • (a) Customers who have entered into a signed Master Services Agreement with MCL ("MSA Customers"), for whom these Conditions form a Product Schedule sitting beneath the MSA; and
  • (b) Customers who have not entered into an MSA ("Standalone Customers"), for whom these Conditions apply as a standalone contract for the supply of Hardware.

1.3 Order of precedence. Where a signed MSA is in place between MCL and the Customer, these Conditions form part of that MSA and, in the event of conflict, the following order of precedence applies:

  1. any bespoke terms expressly agreed in writing and signed by both parties;
  2. the MSA General Terms;
  3. these Conditions;
  4. any Order Form or Purchase Order (save that no terms on any Purchase Order shall amend these Conditions unless expressly accepted in writing by MCL).

Where no MSA is in place, these Conditions apply in full and constitute the entire agreement between the parties.

1.4 MSA-only clauses. Certain provisions of these Conditions apply only to MSA Customers and are clearly marked as such, including Section 9 (Router-as-a-Service) and any provisions expressly conditional on a signed MSA.

1.5 By placing an Order with MCL, the Customer confirms acceptance of these Conditions in the version current at the date of the Order.

2. Definitions and interpretation

2.1 In these Conditions, unless the context otherwise requires, the following definitions apply:

  • "Acceptance" means acceptance of the Hardware by the Customer in accordance with Clause 7.
  • "Business Day" means a day other than a Saturday, Sunday or public holiday in England.
  • "Charges" means the charges payable by the Customer for the Hardware and any related services, as set out in the Order or applicable Price List.
  • "Customer" means the person or entity purchasing or renting Hardware from MCL under these Conditions.
  • "Delivery Address" means the address specified in the Order for delivery of the Hardware.
  • "Hardware" means the cellular routers, modules, gateways, antennas, accessories and related equipment supplied by MCL under an Order, including any Software embedded in or supplied with such equipment.
  • "Hardware Warranty" means the warranty set out in Clause 8.
  • "Master Services Agreement" or "MSA" means the master services agreement in place between MCL and an MSA Customer, together with its associated General Terms and any other Product Schedules.
  • "MSA Customer" means a Customer who has entered into a signed MSA with MCL.
  • "Order" means an order placed by the Customer for Hardware, accepted by MCL in accordance with Clause 3.
  • "Purchase Order" or "PO" means a written purchase order issued by the Customer referencing an MCL quote.
  • "RaaS" or "Router-as-a-Service" means the service described in Section 9.
  • "RaaS Equipment" means Hardware provided by MCL under a RaaS arrangement.
  • "RMA" means a Return Material Authorisation issued by MCL under Section 10.
  • "Software" means any software embedded in or supplied with the Hardware.
  • "Specification" means the technical specification for the Hardware as set out in the manufacturer's documentation or as agreed in writing by MCL.
  • "Standalone Customer" means a Customer who has not entered into an MSA with MCL.
  • "VAT" means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement tax.

2.2 In these Conditions:

  • (a) a reference to a clause is a reference to a clause of these Conditions;
  • (b) headings are for convenience only and do not affect interpretation;
  • (c) the singular includes the plural and vice versa;
  • (d) "including" and "in particular" do not limit what precedes them.

3. Orders and contract formation

3.1 Quotes. Any quote issued by MCL is valid for 30 days from the date of issue unless stated otherwise, and does not constitute a binding offer. MCL reserves the right to withdraw or amend a quote at any time before an Order is accepted.

3.2 Placing an Order. An Order must be accompanied by a Purchase Order or, where the Customer cannot raise a PO, a written acceptance of MCL's quote.

3.3 Acceptance of Orders. No Order is binding on MCL until it is expressly accepted in writing by MCL.

3.4 Purchase Order commitment. Once an Order is accepted, the Hardware set out in the PO constitutes a binding commitment regardless of whether delivery is requested in a single instalment or phased over time.

3.5 Customer terms excluded. No terms included on or referenced by the Customer's PO or any other Customer documentation form part of the contract unless expressly accepted in writing by MCL.

3.6 Variations. No variation to an accepted Order or to these Conditions is binding unless agreed in writing and signed by an authorised representative of both parties.

4. Charges, payment and credit

4.1 Charges. The Charges are as set out in the Order and are exclusive of VAT, duties, carriage and insurance unless expressly stated otherwise.

4.2 Payment terms. Payment terms for each Order will be as specified on MCL's quote, proforma invoice or Order acknowledgement.

  • (a) payment in full before dispatch of the Hardware; or
  • (b) payment within 30 days of the date of MCL's invoice.

4.3 No set-off. The Customer shall pay all Charges in full without any set-off, counterclaim, deduction or withholding except as required by law.

4.4 Late payment. If payment is not made when due, MCL may charge interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate.

4.5 Credit. MCL may carry out credit checks on the Customer at any time.

4.6 Delayed delivery at Customer's request. If the Customer delays or prevents delivery of Hardware that is ready for dispatch, MCL may invoice 80% of the Charges on the originally agreed delivery date.

5. Delivery

5.1 Delivery endeavours. MCL shall use reasonable endeavours to deliver Hardware on the date(s) agreed, but time of delivery is not of the essence.

5.2 Delivery terms. Hardware delivered to addresses within the United Kingdom or European Union is supplied DAP (Incoterms 2020) to the Delivery Address.

5.3 Instalments. MCL may, at its discretion, deliver Hardware in instalments.

5.4 Failure to take delivery. If the Customer fails to take delivery of Hardware on the agreed date, MCL may store the Hardware at the Customer's cost and risk.

5.5 Shortages and damage in transit. Any shortages must be notified to MCL in writing within 2 Business Days of delivery.

5.6 Duties and taxes. Prices quoted are exclusive of import duties and taxes.

6. Risk, title and passing of property

6.1 Risk. Risk in the Hardware passes to the Customer on delivery to the Delivery Address.

6.2 Title. Title in the Hardware does not pass to the Customer until MCL has received all sums owing in cleared funds.

6.3 Until title passes, the Customer shall:

  • (a) hold the Hardware as MCL's fiduciary bailee;
  • (b) store the Hardware separately from other goods;
  • (c) not remove identifying marks or packaging;
  • (d) maintain the Hardware in satisfactory condition and insured;
  • (e) not pledge or encumber the Hardware; and
  • (f) permit MCL access to inspect or recover it.

6.4 Right to sue for price. MCL may bring an action for the price of the Hardware notwithstanding that title has not passed.

7. Acceptance and defects

7.1 Inspection on delivery. The Customer shall inspect the Hardware on delivery and notify MCL in writing of defects within 10 Business Days.

7.2 Deemed acceptance. If the Customer does not notify MCL of defects within the stated period, the Hardware is deemed accepted.

7.3 Latent defects. Latent defects remain subject to the Hardware Warranty in Section 8.

8. Warranty

8.1 Hardware Warranty. MCL warrants that the Hardware will be free from material defects during the applicable manufacturer's warranty period.

8.2 Manufacturer's warranty pass-through. MCL shall, so far as it is able, pass through the benefit of any manufacturer's warranty to the Customer.

8.3 Remedy. The Customer's sole remedy for breach of warranty is repair, replacement or refund at MCL's option.

8.4 Exclusions. The Hardware Warranty does not apply to defects caused by misuse, unauthorised modification, accidental damage, unsupported integrations, or over-the-air updates.

8.5 Exclusion of other warranties. To the maximum extent permitted by law, all other warranties are excluded.

9. Router-as-a-Service (RaaS)

This Section 9 applies only to MSA Customers.

9.1 Nature of RaaS. Under RaaS, MCL rents Hardware to the Customer during an agreed Service Term.

9.2 Service Term and minimum commitment. The minimum contract term is set out in the applicable RaaS Order Form.

9.3 Early termination. Early termination charges may apply if the Customer terminates before expiry of the minimum term.

9.4 Customer obligations. The Customer must maintain, insure and properly use the RaaS Equipment.

9.5 Faulty RaaS Equipment. MCL will use reasonable endeavours to provide replacement equipment within 5 Business Days.

9.6 End of Service Term. The Customer must either return or purchase the RaaS Equipment.

9.7 Out of scope. RaaS does not include firmware defect resolution or configuration changes unless separately agreed.

9.8 Equivalent substitution. MCL may substitute equivalent equipment where necessary.

10. Returns procedure (RMA)

10.1 RMA number required. All returns must be made under an RMA number issued by MCL.

10.2 Condition of returns. Hardware must be returned with all original parts and packaging where reasonably possible.

10.3 Freight and risk. Return freight costs are payable by the Customer.

10.4 Investigation. MCL will investigate returned Hardware within approximately 5 Business Days.

10.5 Outcome of investigation. MCL may repair, replace or refund defective Hardware.

10.6 Missing components. MCL reserves the right to charge for missing components.

11. Software licensing

11.1 Software supplied with Hardware is licensed, not sold.

11.2 The Customer agrees to comply with all applicable software licence terms.

11.3 The Customer shall not reverse engineer or distribute the Software except as permitted by law.

11.4 Intellectual property rights remain with the licensor.

12. Patent and copyright indemnity

12.1 MCL shall indemnify the Customer against certain infringement claims relating to use of the Hardware.

12.2 The indemnity does not apply where claims arise from unauthorised modifications or unsupported integrations.

12.3 The Customer must promptly notify MCL of any claim.

12.4 MCL may modify, replace or refund affected Hardware.

12.5 This Section provides the Customer's sole remedy for infringement claims.

13. Limitation of liability

13.1 Nothing limits liability for death, personal injury, fraud or liabilities which cannot lawfully be excluded.

13.2 MCL excludes liability for indirect or consequential losses.

13.3 MCL's total aggregate liability is capped at 100% of Charges paid under the relevant Order.

13.4 The Customer is encouraged to maintain appropriate insurance.

13.5 The parties agree the allocation of risk is fair and reasonable.

14. Data protection

14.1 Each party shall comply with applicable data protection laws.

14.2 MCL acts as processor where processing personal data on behalf of the Customer.

14.3 MCL shall implement appropriate technical and organisational measures.

14.4 Appropriate safeguards shall apply to international transfers.

15. Confidentiality

15.1 Confidential Information includes pricing, technical information and customer data.

15.2 Each party shall keep Confidential Information confidential.

15.3 Certain exclusions apply for public or legally required disclosures.

15.4 Confidentiality obligations survive for 3 years after termination.

16. Export control and sanctions

16.1 The Customer shall comply with all applicable export control and sanctions laws.

16.2 Restricted exports and prohibited end uses are not permitted.

16.3 The Customer indemnifies MCL for breaches of this Section.

17. Anti-bribery and modern slavery

17.1 Each party shall comply with anti-bribery and anti-corruption laws.

17.2 Each party shall comply with modern slavery legislation.

18. Insurance

18.1 MCL shall maintain appropriate insurance cover with a reputable insurer.

19. Termination

19.1 Either party may terminate for material breach or insolvency.

19.2 On termination, all outstanding sums become immediately due.

19.3 Clauses intended to survive termination shall continue in effect.

20. Force majeure

20.1 A Force Majeure Event includes events beyond reasonable control.

20.2 Affected parties must notify the other party and mitigate delays.

20.3 Either party may terminate affected Orders if the event continues for more than 6 months.

21. Notices

21.1 Notices must be in writing and delivered by hand, post or email.

22. Assignment

22.1 Neither party may assign rights without consent, except in limited circumstances.

23. General

23.1 These Conditions constitute the entire agreement between the parties.

23.2 No failure or delay constitutes a waiver.

23.3 Invalid provisions do not affect the remainder of the Conditions.

23.4 Third parties have no rights under these Conditions.

23.5 These Conditions may be executed in counterparts.

24. Governing law and jurisdiction

24.1 These Conditions are governed by the laws of England and Wales.

24.2 The courts of England and Wales have exclusive jurisdiction.