2.1 All orders are accepted by Us only under these General Conditions of Business that may not be altered other than with Our written agreement.
2.2 Quotations are invitations to treat only
2.3 Orders once accepted by Us may not be suspended or cancelled without Our prior consent in writing. You will indemnify Us against all losses including loss of profit damages costs and expenses We incur as a result of Our accepting that cancellation.
2.4 We shall not be liable for any misrepresentation made by Us Our employees or agents to You as to the nature of suitability of the Repair Services or the condition of the Goods unless the representation is made or confirmed.
2.4.1 by Our Help Desk; /or
2.4.2 in writing by Us; /or
2.4.3 is fraudulent.
2.5 Except when Goods are supplied on Our express advice given in writing that they are suitable for any particular purpose, it shall not be a term of a Contract that Goods are sold as fit for any particular purpose and this is notwithstanding that We may have, or be deemed to have, knowledge of the purpose for which the Goods are required.
2.6 We will not be liable under Clause 2.4 to the extent that such liability arises from material information withheld concealed or misrepresented by You.
2.7 Whilst we take reasonable care to ensure that the intellectual property rights of third parties are preserved we give no warranty as to the intellectual property rights of any software application packages that may accompany the Goods.
2.8 When a term of a quotation or any other express term of a Contract is found to be in conflict with any one or more of these General Conditions of Business, the terms of the quotation or the other express term of the Contract as the case may be shall unless the context otherwise requires, prevail.
3.1 The Contract will be made when We commence Repair Services after Your authorised representative has instructed Us in writing to undertake the Repair Services set out in Our quotation.
3.2 If you do not accept a quotation We reserve the right to make a fault analysis and handling charge.
3.3 Repair Services shall be carried out with reasonable care and skill and so far as reasonably and economically possible in such a manner as to comply with the manufacturer's technical specification where such information is available.
3.4 We reserve the right not to effect repairs upon Equipment which in Our view has been improperly used or cannibalised.
3.5 We reserve the right to replace the whole or any parts or accessories of the Equipment and to use second user or reconditioned parts Where the Equipment is irreparable or beyond economic repair We may offer alternative Goods subject to Your agreement.
3.6 Unless specifically agreed in advance, We do not correct software defects nor load or reload software applications. You are strongly recommended to adopt and implement comprehensive back up procedures as We will not be liable for any damages whatsoever whether direct or indirect (including any liability to any third party) resulting from the loss of or damage to data of software application occurring as a result of the Repair Service whether such loss or damage is caused by Our negligence or otherwise howsoever.
3.7 We hereby undertake to repair and make available to the customer, any Item returned under this Agreement. Unless specifically agreed in advance, rectification of design faults is not covered by this Agreement. Furthermore, any Item repaired under this Agreement shall be returned to the Customer at the same modification level as submitted to us by the Customer, unless otherwise agreed between the parties and subject to prices negotiated within this Agreement or where a modification is required to rectify the reported fault.
3.8 All repairs and work carried out under these Conditions will be performed in accordance with our Quality Plan and ISO 9001. The customer has the right to carry out periodic audits at times mutually agreeable to both parties.
3.9 Quoted times are always expressed in working days, which for the purpose of this Agreement shall mean Monday to Fridays, excluding UK bank or other public holidays.
3.10 Unless specifically agreed in advance, We do not undertake to erase any data from any hard drive of an item being repaired as part of the repair service.
4.1 A Contract for the supply of Goods shall not come into existence until We receive an order or other written instruction signed by Your authorised representative accepting our quotation and these Terms and Conditions of Business
4.2 Unless agreed by Us in writing and endorsed on Our consignment note Goods are not supplied on a sale or return or trial basis.
Both the Customer and Us shall ensure that the Item is suitably packed and securely fixed to ensure safety and protection in transit. In the case of exposed electro-static devices, anti-static bags must be used wherever appropriate.
6.1 The price of the Goods and/or Repair Services shall be as stated or quoted and includes the cost of all parts and labour but is exclusive of VAT. Transit Liability Insurance is included where we quote for carriage.
6.2 An additional charge will be made if:
6.2.1 payment is made by Credit or Charge Card
6.2.2 You request a method of delivery other than road freight carrier on 'Next Day' delivery.
7.1 If We have agreed in writing to give You credit all accounts are due for payment 30 days after the date of Our invoices. In all other cases payment is due on demand and Goods and/or Equipment will not be released until we are in receipt of cleared funds for all sums due to Us.
7.2 Credit is granted and may be reviewed at any time in Our discretion and may be withdrawn by us without either giving any reason for so doing or thereby incurring any liability to the Customer We reserve the right to refuse to execute any order or contract if the arrangements for payment of Your credit rating is not satisfactory to Us.
7.3 If the Customer takes Goods and/or Services from Us in excess of the Customer's credit limit we may require payment on demand for such excess goods.
7.4 You may not withhold payment of any invoice or other amount due to Us by reason of any right of set off or counterclaim which You may have or allege to have for any reason whatsoever
8.1 When We are required to deliver Goods we shall have the sole discretion as to the mode of transport to be adopted.
8.2 Delivery will be effected when the Goods or Equipment are delivered to the address/delivery point specified by You and the risk in the Goods or Equipment shall pass to You on delivery.
8.3 Delivery dates are given in good faith but are estimates only. Time for delivery shall not be of the essence of the contract.
8.4 We shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party resulting from any delay by Us in delivery of the Goods or failure to deliver the Goods in a reasonable time whether such a delay or failure is caused by Our negligence.
9.1 Where previously agreed, We will return the Item to the Customer carriage and insurance paid and packed and secured in accordance with Paragraph 5 (packing) to the address stated on the customer's delivery note or order
9.2 Unless the Customer shall within five (5) working days of receipt of the repaired Item, give written advice of rejection, the Customer shall be deemed to have accepted the repair.
9.3 Signature of the carrier's delivery note indicates that the Goods have been delivered and accepted in good condition
9.4 Any damages/loss must be reported to Us by fax within 24 hours of receipt of delivery. The original packaging must be retained with the article until further instructions are provided. Please be aware that if the consignment has been signed stating that the delivery was received in good condition We will be unable to uphold any claim.
9.5 You shall inspect the Goods and/or Equipment at the place and time of unloading.
9.6 Our liability for short delivery is limited to making good the shortage. We shall not be liable for any damages whatsoever for short delivery howsoever caused and You remain liable to pay the full invoice price of all Goods delivered or available for delivery. Any other claim for damages is subject to Clause 12.
9.7 Unless You retain and make available for inspection the Goods and/or Equipment and their packaging we will not be liable for any loss or damage in transit.
10.1 The liability of Us under Our warranty in relation to Goods shall be subject to the Goods having been used and maintained wholly in accordance with the manufacturer's instructions and to their not having been repaired or altered other than by or having been previously authorised by Us.
10.2 We will warrant all repairs to be free from defects in workmanship, materials or for ninety (90) days (unless otherwise specified) from the date of Item delivery to the Customer (unless otherwise specified) or for the balance of any previous Warranty, whichever is the longer.
10.3 Missing parts, physical damage, modification, attempted repairs (unless previously authorised by Us), or any misuse (unless attributable to us), shall void the original warranty or ninety (90) day (unless another period is specified) repair warranty and any subsequent repair will be quoted for when the Item has been received from the Customer.
10.4 We warrant that replacement components and sub-assemblies fitted to a repaired Item shall have, in all material respects, at least equivalent functionality, geometry and compatibility to the replaced components or sub-assemblies.
10.5 We will repair any item where the warranty is confirmed as valid at no cost to the Customer. Any product that cannot be repaired and where a complete replacement is required will be advised to the Customer and the Customer given the option to: receive a quotation for a complete replacement less the cost of the original repair: or alternatively to receive a credit for the original cost of repair and the item returned to the Customer.
11.1 The title to the Goods shall remain with Us until You pay all sums owing to Us whether in respect of this contract or otherwise. The risk in Goods supplied by Us shall pass to the customer on delivery of the Goods to or to the order of the Customer in accordance with the terms of the Contract.
11.2 We shall be entitled to recover the price of the Goods including VAT even though the property in any of the goods remain with Us.
11.3 We shall be entitled at any time to recover any or all of the Goods in Your possession to which We have title and for that purpose You will on request deliver up Equipment containing Goods and We Our servants or agents may with such transport as is necessary enter upon any premises occupied by You or to which You have access and where the Goods may be or are believed to be situated.
11.4 When payment for Goods is overdue or the Customer suffers distress or execution to be levied against his or its effects, makes an arrangement or composition with creditors or, being a corporate body, enters into liquidation (otherwise than for the purpose of amalgamating or reconstruction where the corporate body, as amalgamated, accepts in full the Customer's liability of pay for the Goods), or has a receiver appointed for the whole or any part of its undertaking or, being an individual, has a receiving order in bankruptcy made against him, then:
a) If the Customer remains in possession of the Goods, whether or not the Customer has sold them We shall be entitled to recover the Goods from the Customer or
b) If the Customer has parted with possession of the Goods by way of sale, whether