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1. DEFINITIONS AND EXPLANATIONS
1.1 In these conditions:
“Company” means Dataflow IT Ltd.
“Buyer” means the person who accepts a quotation from the
Seller for the sale of the goods or whose order for the Goods is
accepted by the seller.
“Conditions” means the standard terms and a condition
of sale set out in this document and (unless the context otherwise
requires) includes any special terms and conditions agreed in
writing between the Buyer and the Seller;
“Contract” means the contract for the purchase of the
sale of the Goods;
“Goods” means the Goods (including any instalment of
the Goods or any parts for them), which the Seller is to supply in
accordance with these conditions;
“The Product” means any item supplied by the seller as
part of the Goods.
“Seller” means the Company who is supplying the goods;
“Writing” includes facsimile and electronic
transmission and comparable means of communication.
“Late Payment Act” means the Late Payment of Commercial
Debts (interest) Act 1998 and all statuary instruments implementing
this act
1.2 Any reference in these Conditions to any provision of a statute
shall be construed as a reference to that provision as amended,
re-enacted or extended at the relevant time
1.3 The headings in these Conditions are for convenience only and
shall not affect their interpretation.
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2. BASIS OF THE SALE
2.1 No variation to these conditions shall be binding unless
agreed in writing between the authorised
representatives of the Buyer and or Seller.
2.2 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.
2.3 All industrial or intellectual property rights of any
nature whatsoever remain vested in the Seller at all times. |
3. ORDERS
3.1 All orders are subject to availability of the goods and to written
acceptance by the Company's authorised representative. Any
prior confirmation by the Company by telephone, facsimile or other
media shall be deemed to be provisional only.
3.2 Any quotation submitted by the Seller is an invitation to
treat, not an offer. The placing of an order by the Buyer in
writing shall constitute an offer and a contract shall be effected
if and when such offer is accepted by Dataflow IT Ltd and not at
any earlier time. Dataflow IT Ltd will only accept offers subject
to these conditions of business.
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4. PRICE OF THE GOODS
4.1 The Seller reserves the right, by giving notice to the Buyer at
any time before delivery, to increase the price of the Goods to
reflect any increase in the cost to the
Seller which is due to any factor beyond the control of the Seller (such as, without
limitation, alteration of duties, increases influenced by the
manufacturers of the goods), any change in delivery dates,
quantities or specifications for the goods which is requested by
the Buyer, or any delay caused by any instructions of the Buyer to
give the Seller adequate information or instructions. If the Buyer
is acting as a “Consumer”, as defined by the Unfair
Terms of Consumer Contract regulations 1989, the Buyer may within 7
days of receipt of such notice cancel the contract.
4.2 Catalogues, price lists and other advertising literature or
material as used by the Seller are intended only as an indication
to the price and range of goods offered and no prices, descriptions
or other particulars contained therein shall be binding on the
Company.
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5.MANUFACTURER SPECIFICATIONS
5.1 The Company will not be liable in respect of any loss or damage
caused by or resulting from any variation for whatever reason in
the Manufacturer's specifications or technical data and will
not be responsible for any loss or damage resulting from
curtailment or cessation of supply following such variation. The
Company will endeavour to advise the customer of any such impending
variation as soon as it receives notice thereof the Manufacturer.
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6. TERMS OF PAYMENT
6.1 Invoices will be raised and dated by Dataflow IT Ltd on the
date of dispatch of the Goods. Unless otherwise specifically
requested and agreed, invoices will be payable by the Buyer by
the date of the invoice.
6.2 If the Buyer fails to make payment on the due date then,
without prejudice to any other right or remedy available to the
Seller the Seller shall be entitled to:
6.2.1 Cancel the contract or suspend any further deliveries to the
Buyer;
6.2.2 Appropriate any payment made by the Buyer to such of the
Goods (or the Goods supplied under any other contract between the
Buyer and the Seller) as the Seller may think fit (notwithstanding
any purported appropriation of the Buyer); and
6.2.3 Charge the Buyer interest (both before and after any
judgment) on the amount unpaid, pursuant to the Late Payment Act if
applicable, or if not applicable at the rate of 4% per annum above
Barclays Bank PLC base rate from time to time, until payment in
full is made (a part of the month being treated as a full month for
the purpose of calculating interest).
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7. DELIVERY
7.1 The Company reserves the right to levy a charge for delivery to
any destination advised by the Buyer.
7.2 Any dates quoted for delivery of the goods are approximate only
and the Seller shall not be liable for any delay in delivery of the
Goods howsoever caused. Time for delivery shall not be of the
essence unless previously agreed by the Seller in writing.
7.3 If delivery is delayed by industrial dispute or any
circumstances beyond the Seller's control then the periods
for delivery shall be extended by such a period as is reasonable in
the circumstance. Should any delay continue for a period of 6
months then, unless the parties agree to the contrary, the contact
shall be deemed to be terminated without any claim for compensation
against the seller.
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8. FORCE MAJEURE
8.1 The Company shall not be liable for the cancellation by it of
any order or any unfulfilled part thereof or for effecting partial
delivery or performance if performance by the Company is prevented
or delayed whether directly or indirectly by any cause whatsoever
beyond the reasonable control of the Company whether such cause
existed or was foreseeable at the date of acceptance of the
customer's order by the Company or not and without prejudice
to the generality of the foregoing any cause shall be deemed to
prevent, hinder or delay the Company if the Company is thereby
prevented, hindered or delayed from fulfilling other similar
commitments whether to the customer or to third parties.
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9. PASSING RISK AND PROPERTY
9.1 Risk of the Goods shall pass to the Customer on delivery.
9.2 Property in the Goods shall remain in the Company until payment
in full therefore has been made by the Buyer.
9.3 If payment in full is not made in accordance with the
Company's standard conditions of sale the company may require
the customer to return the goods forthwith at the customers own
expense and if the requirement is not immediately complied with,
the Seller shall be entitled at any time and without notice to
retake the possession of the whole or any part of the Goods (and
for that purpose to enter the premises occupied by the customer and
sever the Goods from anything they are attached to without being
responsible for any damage thereby caused) without prejudice to any
other remedy that may be available to the Company.
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10. WARRANTIES AND LIABILTIES
10.1 The Buyer shall only be entitled to the benefit of any such
warranty or guarantee as is given by the manufacturer to the Seller
to the extent that the Seller is able to pass on such warranty or
guarantee onto the Buyer.
10.2 Subject as expressively provided in these Conditions, all
warranties, conditions or other terms implied by the statue of
common law are excluded to the fullest extent permitted by law.
10.3 Where Goods are sold under a consumer transaction (as defined
by the Sale of Goods Act 1979) the statuary rights of the Buyer are
not affected by these conditions.
10.4 Any Claim by the Buyer which is based on any defect in the
quality or condition of the Goods or their failure to correspond
with specification must be notified to the Seller within 3 days from the date of the
delivery or (where the defect or failure was not apparent on
reasonable inspection) within a reasonable time after discovery of
the defect or failure. If the Buyer does not notify the Seller
accordingly, the Buyer shall not be entitled to reject the Goods
and the Seller shall have no liability for such defect or failure,
and the Buyer shall be bound to pay the price as if the Goods had
been delivered in accordance with the contract.
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11. INDEMNITY
11.1 The Seller shall in no event be held liable for indirect or
consequent damages, including but not limited to loss of data and
damages caused by loss of data.
11.2 The Seller shall not be held accountable for any losses
incurred by the Buyer as a result of negligence or other tortuous
act by the Seller, its agents, employees or suppliers.
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12. RETURNS
12.1 Dataflow IT Ltd reserves the right to levy a 15% administration and depreciation
charge in respect of rotation of the Products and returns.
12.2 Returns must be made subject to the following;
12.2.1 Prior authority having being obtained from Dataflow IT Ltd.
which will be given at Dataflow IT Ltd’ sole discretion.
12.2.2 Notice must be given within 7 days of the date of the
invoice.
12.2.3 The Goods must be in their original packaging and properly
packed.
12.2.4 The Goods must be in a saleable condition.
12.3 If the Seller nethertheless agrees to accept any Goods
returned that are not in a saleable condition, Dataflow IT Ltd.
reserves the right to charge the cost to the Buyer of bringing the
products into a saleable condition.
12.4 If you are a consumer then you have the right, in addition to
other rights, to cancel the contract and receive a refund so long
as notice is given in writing, including facsimile or email. The
product must be complete, unused and in an “as new”
condition (e.g. if you have opened the box to examine the product
you must have done so without damaging or marking the product or
packaging in any way). You must inform the Seller in writing quoting
your invoice number, within 7 working days starting the day after
the Goods are delivered to the Buyer. The Buyer will be
responsible for returning the Goods at the Buyers cost. Should the
Buyer wish to return the Goods then it is advisable that the Buyer
adequately insure against loss or damage whilst in transit. The
product packaging must be protected against further wear or tear
that may be caused in return transit. The Seller reserves the right
to charge for re-packaging of the product or any other costs
incurred in returning the product to its original condition when
despatched to the Buyer.
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13. EXPORT TERMS (INTERNATIONAL CUSTOMERS)
13.1 In this clause “Incoterms” means the
international rules for the interpretation of trade terms of the
International Chamber of Commerce as in force at the date when the
contract is made. Unless the context otherwise requires, any term
or expression which is defined in or given particular meaning by
the provisions of Incoterms shall have the same meanings in these
Conditions, but if there is any conflict between the provisions of
Incoterms and these Conditions the later will prevail.
13.2 Where the Goods are supplied for export from the United
Kingdom, the provisions of clause 12 shall (subject to any
special terms agreed in writing between the Buyer and the Seller)
apply notwithstanding any other provision of these Conditions.
13.3 The Buyer shall be responsible for complying with any
legislation or regulations governing the importation of the Goods
into the country of destination and for the payment of any duties
thereon.
13.4 Unless otherwise agreed in writing between the Buyer and the
Seller, the shipping shall be arranged by the Buyer and delivered
ex. works.
13.5 The Buyer shall be responsible for arranging and testing and
inspection of the Goods at the Seller's premises before
shipment. The Seller shall have no liability for any claim in
respect of any defect in the Goods which would be apparent on
inspection and which are made after shipment, or in respect of any
damage during transit.
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14. GENERAL
14.1 The waiver by the Company of any breach of any term hereunder
shall not prevent the subsequent enforcement of that term, and
shall not be deemed a waiver of any subsequent breach.
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