Unit A, Dukes Drive, Kingmoor Park, Carlisle, Cumbria CA6 4SH
In these conditions of sale
‘The Seller’ means UTD Communications LTD
‘The Buyer’ means the person or company who buys the goods from the Seller.
‘The Goods’ means the goods that the Seller is to supply in accordance with these Conditions of Sale. The goods will include all hardware and software products that are included in the sale.
‘The Services’ means the services that the Seller is to supply in accordance with these Conditions of Sale. The Services will include all implementation, support, administration and data services included within the sale.
2 Terms of Sale
2.1 These conditions of Sale shall govern the Contract between the Seller and the Buyer and shall not be removed or varied in any way unless agreed in writing between authorised representatives of the Buyer and the Seller.
2.2 These conditions of Sales shall override any other terms that the Buyer may subsequently seek to impose.
The Seller’s quotation is based upon the information supplied by the Buyer before the quotation is given. Where any subsequent information is submitted which would involve a material alteration in the specification of the Goods or Services, the Seller reserves the right at its option either to amend the quotation to cover any additional costs arising from such alteration, or to rescind the contract. If the Seller rescinds in these circumstances the Buyer shall have no claim against the Seller but the Seller shall retain its other rights and remedies.
4 The Price
4.1 The price of the Goods or Services is the price stated in the Seller’s quotation or such other price as is expressly agreed by the Seller and Buyer. Any quotations are valid for 30 days only.
4.2 Where at any time before the Goods or Services are ordered by the Buyer :-
4.2.1 There is an increase in the cost of materials or labour, or
4.2.2 There are currency fluctuations increasing the cost of materials, or
4.2.3 There is an increase in the Seller’s overhead expenses; the Seller may adjust the price accordingly.
4.3 The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay the Seller.
5.1 The payment terms will be confirmed by the Seller prior to the delivery of Goods or Services. If the buyer does not seek to alter the Terms before the delivery of the Goods or Services, this will constitute acceptance of the Terms.
5.2 The Seller may invoice the Buyer, or the agent of the Buyer, for the price of the Goods or Services on or at any time after the Seller delivers the Goods or Services to the Buyer.
5.3 The Buyer must pay the price for the Goods or Services in accordance with the agreed payment terms. The time for payment of the price is of the essence of the contract.
5.4 The Seller reserves the right to suspend the supply of further Goods or Services where payment is not received in accordance with the agreed payment terms for any debt on the account.
5.5 The Seller reserves the right to charge interest on any late payments at a rate of 5% above the bank base rate.
Orders for Goods or Services may not be cancelled or suspended without the Seller’s prior written consent. The Seller shall be under no obligation but If the Seller does consent the Buyer agrees to indemnify the Seller against any loss incurred by the Seller wholly or in party by such cancellation or suspension.
7.1 Delivery of the Goods or Services shall be made by the Seller delivering the Goods or Services, either in whole or in part as has been agreed with the Buyer.
7.2 The Seller can appoint a third party to deliver the Goods or Services
7.3 The Seller shall not be liable for any delay in delivery of the Goods or the provision of Services. Date and time for delivery shall not be of the essence unless agreed by the Seller in writing.
7.4 If the Buyer fails to accept the Goods or fails to give the Seller adequate delivery
instructions at the time of delivery then the Seller may:-
7.4.1 Store the Goods until actual delivery and charge the Buyer for reasonable costs (including insurance) of storage, or
7.4.2 Sell Goods at best price readily available. The Buyer shall be liable to pay the costs of the sale. Further if the Goods are sold for less than the price payable by the Buyer, the Buyer shall be liable to pay the Seller the difference in price.
7.5 This does not affect any right or remedy the Seller may have.
7.6 It is the responsibility of the Buyer to inspect the Goods upon delivery and inform the Seller of any faults within 48 hours of receipt.
8. Property and Risk
8.1 Ownership of the Goods or Services remains with the Seller and will not pass to the Buyer until the Seller is paid by clear funds for all of the Goods or Services and no other amounts are owed by the Buyer to the Seller in respect of other Goods supplied by the Seller under the same contract.
8.2 The risk in the Goods passes to the Buyer when the Seller delivers the Goods in accordance with clause 7.
8.3 If the buyer is overdue in paying for the Goods, the Seller may recover and resell them. The Seller may enter the Buyer’s premises for this purpose. This does not affect any other rights of the Seller.
8.4 Until the Buyer has paid the Seller for the Goods:-
8.4.1 The Buyer holds the goods in trust for the Seller.
8.4.2 The Buyer must not assign to any other person or company any rights arising from the sale of the Goods without the Seller’s written consent.
8.5 The physical risk in any Goods passes to the Buyer as soon as they arrive at the Buyer’s premises
9.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of the delivery, will be free from defects in the material and workmanship, and will perform substantially in accordance with the specification and notes contained within the quotation, for a period of three months from the date of delivery.
9.2 The above warranty is given by the Seller subject to the following conditions:-
9.2.1 The Seller shall be under no liability in respect of any defect in the Goods from any specifications supplied by the Buyer.
9.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Seller’s instructions, misuse, or alteration or repair of the Goods without the Seller’s approval.
9.2.3 The Seller shall be under no liability under the above warranty if the total price for the Goods or Services has not been paid by the due date for payment.
9.2.4 The above warranty does not extend to parts, equipment or software not manufactured by the Seller in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as it is given by the manufacturer to the Seller.
9.2.5 To the maximum extent permitted by the applicable law, the Seller disclaims all other representations, warranties, conditions or other terms, either express or implied, including but not limited to implied warranties and/or conditions of merchantability and fitness for particular purpose with regard to the software, hardware and any accompanying written materials. This limited warranty gives the Buyer specific legal rights.
9.2.6 To the maximum extent permitted by the applicable law, in no event shall the Seller be liable for any damage whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the Goods, even if the Seller has been advised of the possibility of such damages. In any case, the Seller’s entire liability under any provision of this agreement shall be limited to the amount paid by the Buyer of the Goods.
10. Defects after delivery
The Seller will make good or repair at the Seller’s option by the supply of replacement Goods, defects which under proper use appear in the Goods within a period of three months from delivery.
The Buyer is not entitled to reject the Goods or any part of them unless either:-
11.1 A breach of the Sale of Goods Act (1979) or a misrepresentation devalues the Goods by more than 10% or
11.2 The Goods delivered are substantially different in nature from the contract Goods.
12. Insolvency of the Buyer
The clause applies if
12.1 The Buyer makes any voluntary arrangement 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 (other than for the purpose of amalgamation or reconstruction), or
12.2 An encumbrancer takes possession or a receiver is appointed of any property or assets of the Buyer, or
12.3 The Buyer ceases or threatens to cease to carry on business, or
12.4 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.
12.5 If this clause applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel or suspend further deliveries under the contract without liability to the Buyer and if the Goods had been delivered but not paid for the price shall become payable immediately due and payable notwithstanding any previous agreement ot arrangement to the contrary.
13.1 The conditions under which the sale is made, as covered by this agreement shall be governed by the laws of England.