TERMS AND CONDITIONS
STANDARD CONDITIONS OF SALE
1.1 "Buyer" means the person who buys or agrees to buy the Products from the Seller.
1.2 "Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 "Delivery date" means the date specified by the Seller when the Products are to be delivered.
1.4 "Products" means the computer Products which the Buyer agrees to buy from the Seller.
1.5 "Price" means the price of the Products excluding carriage, packing, insurance and VAT.
1.6 "Seller" means Associate Computer Services Limited.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of Products by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order of similar document.
2.2 All orders for Products shall be deemed to be an offer by the Buyer to purchase Products pursuant to these conditions.
2.3 Acceptance of delivery of the Products shall be deemed conclusive evidence of the Buyer's acceptance of these conditions.
2.4 Any variation of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller, acting by its Managing Director or some other person authorised in writing by him.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 If any provision of these conditions is held by any competent authority or court to be invalid or unenforceable in part the validity of the other provisions of these conditions and the remainder of these provisions in question shall not be affected.
3 THE PRICE AND PAYMENT
3.1 The Price shall be the price stipulated in the Seller's published price list current at the date of receipt of the order. The Price is exclusive of VAT which will be due at the rate ruling the date of the Seller's invoice. In any event of any increase in the cost to the Seller of raw materials, labour, overheads, or any increase in taxes or duties, or any variation in exchange rate the Seller may increase the price payable under this contract.
3.2 Payment of the price and VAT shall be due on the order of the Products. If the Buyer does not pay the Price on delivery the Seller may bring an action for the price even though property in the Products has not passed to the Buyer. The Buyer will pay the price in full without discount (except any discount allowed by these terms) deduction, set off or abatement on any ground.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above TSB bank plc's base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 All hardware/software sold is on a payment upon order basis, if any order exceeds £2000 then a 60% deposit is payable upon order with 20% on completion and 20% on 30 day.
4 THE PRODUCTS
4.1 The quantity and description of the Products shall be as set out in the Seller's quotation.
4.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirement or, where the Products are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
4.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
5. WARRANTIES AND LIABILITY
5.1 The Seller warrants that the Products will be free from defects in materials and workmanship for a period of 12 months from the delivery date ("the Warranty Period"). If the Buyer returns to the Seller any Products which the Buyer claims are in breach of this Warranty not later than the expiry of the Warranty Period and in accordance with clause.
5.2 The Seller shall at its own expense and within a reasonable time of receiving those products consider the Buyers claim and if the Seller determines that the Products returned by the Buyer breach this Warranty repair or at its option replace the Products or such parts of the Products as are defective.
5.3 The buyer is responsible for the cost of transporting defective Products to the Seller's workshop for repair or replacement. When returning Products the Buyer must quote a Return Material Authorisation (RMA) number on the packaging (which can be obtained from the Seller) and provide a written description of the defect which the Buyer claims is covered by the Warranty. If the Buyer does not comply with this procedure the Seller shall have no obligation to consider the Buyer's claim for breach of the Warranty and may make a handling charge for any Warranty claims which are considered.
5.4 Any items returned to the company that are ordered in error by the buyer shall be eligible for a 20% restocking fee. This is not negotiable.
5.5 The Company does not replace any faulty items in advance without first being able to examine the faulty items for themselves.
5.6 The Warranty contained in clause 5.1 is contingent on the proper use of the Products by the Buyer and does not cover any part of the Products which have been modified without the Seller's prior written consent or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will that Warranty apply if repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, humidity control, transportation or other causes other than ordinary use.
5.7 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the products and whether implied by statute or common law or otherwise are excluded.
5.8 Any special needs by the buyer from the company must say so in writing as to what specifications or standards the buyer requires.
5.9 In any event, and despite anything contained in these conditions, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duties) or otherwise howsoever, and whatever the cause thereof, (i) for any increased costs or expenses, (ii) for any loss of profit, business, contracts, revenues, or anticipated savings, or (iii) for any special indirect or consequential damage of nature whatsoever.
6. DELIVERY OF PRODUCTS
6.1 Delivery of the Products shall be made by the Buyer collecting the Products at the Seller's premises at any time after the Seller has notified the Buyer that the Products are ready for collection or, if some other place for delivery is agreed by the Seller delivering the Products to that place.
6.2 The Seller will use all reasonable endeavours to adhere to any time stated for delivery but any dates quoted for delivery are approximate only the Seller shall not be liable for any delay in delivery of the Products however caused.
7. ACCEPTANCE OF THE PRODUCTS
7.1 The Buyer shall be deemed to have the Products 5 working days after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Products which are not in accordance with the contract.
8. TITLE AND RISK
8.1 Risk of damage to or loss of the products shall pass to the Buyer.
8.1.1 In the case of Products to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Products are available for collection; or
8.1.2 In the case of Products to be delivered otherwise than at the Seller's premises, at the date of delivery or, if the Buyer wrongfully fails to take delivery of the Products the time when the Seller has tendered delivery of the
8.2 Despite delivery and the passing of risk in the Products, or any other provision of these conditions, the property in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price and the price for all other Products agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until the property in the Products passes to the Buyer the Seller shall be entitled at any time to require the Buyer to deliver up the products to the Seller and, if the Buyer fails to do so immediately, to enter upon any premises of the Buyer or any third party where the Products are stored and repossess the Products.
8.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all moneys owning to the Seller shall (without prejudice to any other right or remedy on the Seller) immediately become due and payable.
9. REMEDIES OF BUYER
9.1 Where the Buyer rejects any products then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of those Products or the failure by the Seller to supply products which conform to the contract of sale.
9.2 Where the Buyer accepted any products then the Seller shall have no liability whatever to the Buyer in respect of those Products.
10. INSOLVENCY OF BUYER
10.1 This clause applies if -
10.1.1 The Buyer makes any involuntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 An encumbrance takes procession, or a receiver is appointed, or any of the property or assets of the Buyer; or
10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the Buyer accordingly.
10.2 If the Clause applies then, without prejudice to any other right or remedy available to the seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable that despite any previous arrangements or agreements to the contrary.
ned from a third party lawfully entitled to process the information.
11.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the party shall be entitled to a reasonable extension of time for the performance of its obligations.
11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
11.3 Each party agrees to treat as conditional and not to divulge to any third party without the prior written consent of the other, details of the other's business operations, proprietary rights and techniques, contemplated new products and customers lists. This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained
12. PROPER LAW OF CONTACT
This contract is subject to the law of England and Wales