Sale of Goods Terms and Conditions

1. Interpretation

  1. 1.1  Unless otherwise defined within the Order Form, the definitions and rules of interpretation in this clause apply in this Contract.

    Business Day: means any day other than a Saturday, Sunday or public bank holiday in England.

    Contract: means the contract between You and Us comprising of the Order Form, any terms and conditions and other documentation referred to therein.

    Hardware: means the hardware being purchased by You from Us as detailed within the Order Form.

    Loss: means any and all damages, charges, claims, costs (including legal fees) damages, demands, expenses, fees, liabilities and losses.

    Order Form: means the document which is headed up as such.

    Software: means the software specified within the Order Form and any other software which We from time to time grant a licence to You in respect of. 

    We, Us, Our: means the party defined as such within the Order Form. 

    You, Your: means the party defined as such within the Order Form.

  2. 1.2  Interpretation:

    1. 1.2.1  a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

    2. 1.2.2  any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Basis of Contract

  1. 2.1  These terms and conditions apply to the purchase of the Hardware and to the exclusion of any other terms that You seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing relating to its subject matter.

  2. 2.2  Any samples, drawings, descriptive matter or advertising produced by Us and any descriptions or illustrations contained in Our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Hardware referred to in them. They shall not form part of the Contract nor have any contractual force.

  3. 2.3  A quotation for the Hardware given by Us shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. Delivery

  1. 3.1  We shall ensure that:

    3.1.1 each delivery of the Hardware is accompanied by a delivery note that shows the date of the Order Form, [all relevant reference numbers, the type and quantity of the Hardware (including any code numbers, where applicable), special storage instructions (if any) and, if the Hardware is being delivered by instalments, the outstanding balance of Hardware remaining to be delivered; and

    3.1.2 if the We require You to return any packaging materials to Us, that fact is clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as We shall reasonably request. Returns of packaging materials shall be at Our expense.

  2. 3.2  [We shall deliver the Hardware to the location set out in the Order Form or such other location as the parties may agree (Delivery Location) at any time after We notify You that the Hardware is ready.

  3. 3.3  Delivery is completed on the completion of unloading of the Hardware at the Delivery Location.

  4. 3.4  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Hardware that is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Hardware.

  1. 3.5  If We completely fail to deliver the Hardware within 3 months of the projected delivery date, Our liability shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Hardware. We shall have no liability for any failure to deliver the Hardware to the extent that such failure is caused by a Force Majeure Event or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Hardware.

  2. 3.6  If You fail to take delivery of the Hardware for whatever reason, then, except where such failure or delay is caused by a Force Majeure Event or Our failure to comply with Our obligations under the Contract We shall store the Hardware until delivery takes place, and charge You for all related costs and expenses (including insurance and the cost of redelivery).

  3. 3.7  If 20 Business Days after the day on which We notify You that the Hardware was ready for delivery You have not taken delivery of them, We may resell or otherwise dispose of part or all of the Hardware and, after deducting reasonable storage and selling costs, charge You for any shortfall below the price of the Hardware.

  4. 3.8  We may deliver the Hardware by instalments, which may be invoiced and paid for separately at Our absolute discretion. Any delay in delivery or defect in an instalment shall not entitle You to cancel any other instalment.

4. Quality

4.1 We provide no warranty in addition to Your statutory rights save that We will honour any manufacturer’s warranty that comes with the Hardware. In the event of any manufacturer’s warranty, subject to clause 4.2, if:

  1. 4.1.1  You give notice in writing to Us during the warranty period within a reasonable time of discovery that some or all of the Hardware does not comply with the warranty; and

  2. 4.1.2  We are given a reasonable opportunity of examining such Hardware; and

  3. 4.1.3  You (if asked to do so by Us) returns such Hardware to Our place of business at Your cost,

We shall, at Our option, repair or replace the defective Hardware, or refund the price of the defective Hardware in full.

4.2 We shall not be liable for the Hardware’s failure to comply with the warranty set out in clause 4.1 in any of the events:

4.2.1 You makes any further use of such Hardware after giving notice in accordance with clause 4.1;

4.2.2 the defect arises because You failed to follow Our oral or written instructions (or any of the manufacturer of the Hardware) as to the storage, commissioning, installation, use and maintenance of the Hardware or (if there are none) good trade practice regarding the same;

4.2.3 the defect arises as a result of Us following any drawing, design or specification supplied by You; 

4.2.4 You alter or repairs such Hardware without Our written consent;

4.2.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

4.2.6 the Hardware differs from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

  1. 4.3 ¬†Except as provided in this clause 4, We shall have no liability to You in respect of the Hardware’s failure to comply with any warranty.

  2. 4.4  The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

  3. 4.5  These terms and conditions shall apply to any repaired or replacement Hardware supplied by Us.

5. Title and Risk

  1. 5.1  The risk in the Hardware shall pass to You as soon as the Hardware is in Our possession, whether before or after delivery has taken place.

  2. 5.2  Title to the Hardware shall not pass to You until We receive payment in full (in cash or cleared funds) for the Hardware and any other goods or services that We have supplied to You (including the licence of any Software) in respect of which payment has become due, in which case title to the Hardware shall pass at the time of payment of all such sums.

  1. 5.3  Until title to the Hardware has passed to You, You shall:

    1. 5.3.1  store the Hardware separately from all other goods held by You so that they remain readily identifiable as Our property;

    2. 5.3.2  not remove, deface or obscure any identifying mark or packaging on or relating to the Hardware;

    3. 5.3.3  maintain the Hardware in satisfactory condition and keep it insured against all risks for their full price from the date of delivery;

    4. 5.3.4  notify Us immediately if it becomes subject to any of the events listed in clause 7.1; and

    5. 5.3.5  give Us such information relating to the Hardware as We may require from time to time.

  2. 5.4  You may not resell the Hardware before We receive payment for it. However, if You resell the Hardware before that time in breach of this clause You hold the proceeds of any sales as trustee for Us and shall account such monies to Us immediately upon receipt.

  3. 5.5  If before title to the Hardware passes to You, You become subject to any of the events listed in clause 7.1, then, without limiting any other right or remedy We may have, Wemay at any time:

    1. 5.5.1  require You to deliver up all Hardware in Your possession that has not been resold, or irrevocably incorporated into another product; and

    2. 5.5.2  if You fails to do so promptly, enter any premises of Yours or that of any third party where the Hardware is stored in order to recover them.

6. Price and Payment

  1. 6.1  The price of the Hardware shall be the price set out in the Order Form.

  2. 6.2  We may, by giving notice to You at any time before delivery, increase the price of the Hardware to reflect any increase in the cost of the Hardware that is due to:

    1. 6.2.1  any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

    2. 6.2.2  any request by You to change the delivery date(s), quantities or types of Hardware ordered; or

    3. 6.2.3  any delay caused by any of Your instructions or Your failure to give Us adequate or accurate information or instructions.

  3. 6.3  The price of the Hardware:

    1. 6.3.1  excludes amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Us at the prevailing rate, subject to the receipt of a valid VAT invoice;

    2. 6.3.2  excludes the costs and charges of packaging, insurance and transport of the Hardware, which shall be invoiced to You; and

    3. 6.3.3  shall be payable at the time notified to You or otherwise as specified within Our invoice. Time for payment is of the essence.

  4. 6.4  If You fail to make any payment due to Us under the Contract by the due date for payment, then You shall pay interest on the overdue amount at the rate of 8% per annum over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before orafter judgment. You shall pay the interest together with the overdue amount.

  5. 6.5  You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Wemay at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by You against any amount payable by Us to You.

7. Termination

7.1 Without limiting its other rights or remedies, We may terminate this Contract with immediate effect by giving written notice to You if:

7.1.1 You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 Business Days of being notified in writing to do so;

  1. 7.1.2  You repeatedly breach any of the terms of this Contract in such a manner as to reasonably justify Our opinion that Your conduct is inconsistent with You having the intention or ability to give effect to the terms of this Contract;

  2. 7.1.3  You suspend, or threaten to suspend, payment of Your debts or are unable to pay Your debts as they fall due or admit inability to pay Your debts or are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986;

  3. 7.1.4  You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or make a proposal for or enters into any compromise or arrangement with Your creditors other than for the sole purpose of a scheme for a solvent amalgamation of You with one or more other companies or the solvent reconstruction of You;

  4. 7.1.5  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over You;

  5. 7.1.6  the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;

  6. 7.1.7  a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed you’re your assets;

  7. 7.1.8  a creditor or encumbrancer of You attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within 10 Business Days;

  8. 7.1.9  any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.1.3 to clause 7.1.814.1.9 (inclusive);

  9. 7.1.10  You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business.

  1. 7.2  Without limiting its other rights or remedies, We may suspend provision of the Hardware under the Contract or the provision of any goods or services under any other contract between You and Us if You become subject to any of the events listed in clause 7.1.1 to clause 7.1.10 above, or We reasonably believes that You are about to become subject to any of them, or if You fail to pay any amount due under this Contract on the due date for payment.

  2. 7.3  Without limiting its other rights or remedies, We may terminate the Contract (and any other contract for goods or services between You and Us) with immediate effect by giving written notice to You if You fail to pay any amount due under the Contract on the due date for payment.

  3. 7.4  On termination of the Contract for any reason You shall immediately pay to Us all of Our outstanding unpaid invoices and interest.

  4. 7.5 ¬†Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

  5. 7.6  Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

8. Limitation of Liability

  1. 8.1  You shall indemnify Us, keep Us indemnified and hold Us harmless against all Loss (including any direct, indirect, special or consequential Loss, loss of profit, loss of business, contract, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with:

    1. 8.1.1  Your breach of this Contract howsoever arising;

    2. 8.1.2  any wilful or negligent act or omission of You, Your officers, employees, contractors or agents; and

    3. 8.1.3  Your use of the Hardware.

  2. 8.2  Nothing in this Contract excludes Our liability:

8.2.1 for death or personal injury caused by Our negligence; or

8.2.2 for fraud or fraudulent misrepresentation. 8.3 Subject to clause 8.2:

  1. 8.3.1  We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any Loss of an indirect, special or consequential nature howsoever arising under this Contract including any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss; and

  2. 8.3.2  Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the total amount paid for the Hardware to Us by You in cleared funds in accordance with this Contract.

  1. Force majeure

    Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from any event or circumstance beyond a party’s reasonable control. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 5 Business Days’ written notice to the affected party.

  2. Notices

  1. 10.1  Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be delivered by:

    1. 10.1.1  hand or by pre-paid first-class post or other next Business Day delivery service at its registeredoffice (if a company) or its principal place of business (in any other case); or

    2. 10.1.2  by email to the addresses set out within the Order Form.

  2. 10.2  Any notice or communication shall be deemed to have been received:

    1. 10.2.1  if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

    2. 10.2.2  if sent by pre-paid first-class post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

    3. 10.2.3  if sent by email at 9:00 am on the second Business Day after transmission.

  3. 10.3 ¬†This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, “writing” shall not include fax or e-mail.

11. Miscellaneous Terms

  1. 11.1  No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  2. 11.2  No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  3. 11.3  Except as expressly provided in this Contract, the rights and remedies provided under it are in addition to, and not exclusive of, any rights or remedies provided by law.

  4. 11.4  If any provision (or part of a provision) of this Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

  5. 11.5  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

  6. 11.6  This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Contract

it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

  1. 11.7  You shall not assign, novate, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this Contract without Our prior written consent (such consent not to be unreasonably withheld or delayed). We may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this Contract, provided We give written notice to You.

  2. 11.8  Each party confirms it is acting on its own behalf and not for the benefit of any other person.

  3. 11.9  Notwithstanding the confidentiality obligations set out above, a party assigning any or all of its rights under this Contract may disclose to a proposed assignee any information in its possession that relates to this Contractits subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause shall be made until notice of the identity of the proposed assignee has been given to the other party.

  4. 11.10  Nothing in this Contract is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  5. 11.11  This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

  6. 11.12  This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

  7. 11.13  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).


SCHEDULE 1 – Processing, Personal Data and Data Subjects

1. Processing by Us 

1.1 Scope

Setup of support Contract and software Licence and to identify what will be supported and with whom we should contact

1.2 Nature

Related to the support and licence of the pro visit software

1.3 Purpose of processing

To identify what is supported and what Software Licence being used

1.4 Duration of the processing

12 months recurring

2. Types of Personal Data

Name and contact details

3. Categories of data subject

Customers, customer’s employees, users of the software