Prima IT Terms and Conditions
1.0 Interpretation
1.1 In
these conditions “The company” means
Prima IT Ltd
“The Seller” means Prima IT Ltd
“The Contract” means the Contract between the
company and the customer for the sale or supply of equipment.
“The Customer” means the person firm or company
with whom the contract is made by the company.
“The Buyer” means the person firm or company
with whom the contract is made by the company.
“The Equipment” means those items of hardware,
software, support and any other services supplied or provided by
Prima IT Ltd to the customer.
1.2
These conditions apply to all contracts of the company to sell or
supply equipment and shall prevail over
any terms put forward by the customer unless the company
expressly agrees to them in writing. No conduct by the company
shall be deemed to constitute acceptance of any terms put forward
by the customer and no concession made or latitude allowed by the
company to the customer shall affect the strict rights of the
company under the contract.
1.3 These
conditions may only be varied with the express written agreement
of the company.
2. Prices and Payment
2.1 The
Price shall be that on the sellers current price list or if
applicable the price contained in the Company’s quotation
(subject to the stated time clause)
2.2 Unless
otherwise specified prices payable for the equipment are exclusive
of VAT and charges for carriage, packaging and postage.
2.3 Payment
shall be made by the customer within 7 days of receipt of invoice
unless otherwise agreed in writing. In the case of Hardware and
software invoices shall be issued on the date of delivery;
invoices in respect of services shall be issued on completion with
the exception of maintenance services.
All
sums due from the customer shall be paid in full without any
deduction, withholding or right of set-off.
2.4 Interest
on overdue invoices shall accrue from the date when the payment
becomes due from day to day until the date of payment at 5% per
calendar month both before and after any judgement.
3. Orders and Deliveries
3.1 The
Company shall accept no order unless first confirmed by the
customer in writing and shall not be deemed to be accepted until a
confirmation of order is received by the client, or goods are
supplied by the Company.
3.2
All
times or dates given for delivery of the equipment are given in
good faith, and shall not be of the essence or any contract.
3.3 Unless
otherwise agreed the seller may deliver by instalments and in such
case each instalment shall be treated as a separate contract and
any delay, default or non delivery in respect of any instalment by
the seller shall not entitle the buyer to cancel the remainder of
the contract.
3.4 Failure
by the buyer to pay for any instalments or delivery when due shall
entitle the company to withhold any further deliveries and the
customer shall be liable for any costs incurred by the company
relating to such goods which the company is entitled to withhold.
3.5 Delivery
if the goods shall be made to the Customer’s address then the
customer shall make all arrangements necessary to take delivery of
the equipment whenever they are tendered for delivery.
4. Ownership
and risk
4.1 The
risk in equipment shall pass to the customer upon the delivery of
the equipment being appropriated to the company’s premises at
the customer’s request.
4.2 The
company remains the owner of the equipment affected by the
contract until the company has been paid in full for such
equipment.
4.3 If
any payment due under these conditions is overdue in whole or in
part, the company may without prejudice to any of its other rights
recover and/or resell the equipment or any of them and may enter
on the customer’s premises by its servants or agents to recover
the equipment and the customer should be liable for all the
company’s costs of doing so.
4.4 The
customer shall inspect the equipment immediately on receipt and
shall notify the company in writing within five days of delivery
if the goods are damaged or do not comply with the contract. If
the buyer fails to do this he is deemed to have accepted the goods
4.5 Any
goods in respect of which any claim of defect or damage is made
shall be preserved by the customer intact together with the
original packaging at the customer’s risk and either retained by
the customer for a reasonable period to enable the company or its
agent to inspect or collect the equipment at the company’s
option returned by the customer to the company who will refund the
cost postage and packaging to the customer if the equipment is in
fact faulty.
5. Warranty and Liability
5.1 The
company warrants that the equipment will at the time of delivery
correspond to the description given by the company on their
quotation, and the equipment will be supplied and installed using
reasonable skill and care in accordance with good industry
practice. Except where the customer is dealing as a consumer (as
defined in the Unfair Contract Terms Act 1977, Section 12).
The Company retains the right to substitute similar or
alternative items without notice.
5.2 The
company will make good by repair or exchange (at its option) such
of the equipment or part there of which is shown its reasonable
satisfaction to have proved defective in equipment or workmanship
during the warranty period on the following terms.
5.3
The equipment must be unmodified, have been properly used
under normal working conditions and
have been properly stored, installed and maintained.
5.4 The
company may elect to carry out any repairs at the premises of the
customer and if so electing then the customer shall provide the
company employees or agents with free access to the place of
installation and free access to any service or facilities that may
be required to repair the equipment/
5.5 In
no event shall the company be under any liability whatsoever and
howsoever arising for any loss of use or loss of profits,
interruption of business or any other indirect special or
consequential loss of any type or alleged to have arisen out of
any negligent act or default of the company in respect of the
company’s obligations under such contract. The company is not
responsible for ensuring client back data back up is taken.
5.6
Except as may be implied by law where the customer is
dealing as a consumer, in the event of any breach of these
conditions by the company the remedies of the customer shall be
limited to damages which shall in no circumstances exceed the
price of the equipment and the company shall under no
circumstances for any indirect, incidental or consequential damage
6. Representation
6.1 The
company shall incur no liability to the customer for
misrepresentation by the virtue of any statement made by or on
behalf of the company prior to the contract whether orally or in
any letter document or sales literature and the customer shall not
be entitled to rescind the contract on the grounds of
misrepresentation.
7. Telecommunications Equipment
7.1 When
the equipment supplied by the company is to be used in conjunction
with British Telecom lines or apparatus then the following
additional conditions shall apply:
7.2
British Telecom have the right to require
modifications to be carried out to the equipment that is already
installed and in use. Any modifications will be carried out at the
customer’s expense.
7.3
In no event shall the company be liable for
damages, loss or injury to British Telecom equipment or personnel
in connection with or arising out of the customer’s act or
neglect.
8. Force Majeure
8.1 The
company shall not be liable for any delay or failure in
performance of its obligations under the contract which is due to
or result from any circumstances beyond its reasonable control
including but not limited to delays or defaults of suppliers, or
the faults of any sub-contractors, war, strike, lock out, trade
disputes, flood, accident to plant and machinery, shortage of
materials or labour. In any such event the company shall be
entitled to delay or cancel delivery of equipment.
9. Cancellation
9.1 No
contract or order may be cancelled without the company’s written
consent. In the event that the cancellation is agreed for whatever
reason the customer shall indemnify the company against all costs,
claims, loss, and expense occasioned thereby including any
consequential loss and loss of profits.
9.2 Cancellation
of equipment required after delivery will require a goods returned
number obtained from the company which must be clearly shown on
the returned parcels.
9.3 The
company reserves the right to make a handling and restocking
charge of 25% on the goods, which are returned if they were
ordered in error or are no longer required.
10. Confidentiality
10.1 The Customer must not disclose any trade
secrets or other information of a confidential nature belonging to
or relating to the Company or its business or in respect of which
the Company owes an obligation of confidence to any third party
gained as a result of trading with the Company except as required
by law.
10.2 The Customer must return any document, or
intangible items which belong to the Company or which contain any
confidential information relating to the Company or its business
or in respect of which the Company owes an obligation of
confidence to any third party upon request by the Company, or at
the latest on termination of business with the Company.
10.3 The Customer shall, if requested by the
Company, delete from any re-useable material any confidential
information belonging to or relating to the Company or its
business or in respect of which the Company owes an obligation of
confidence to any third party and destroy all other documents and
tangible items which contain or refer to any confidential
information and which are in your possession or under your
control.
11. Employees
11.1 The Customer shall not solicit or entice away
or seek to entice away from the Company or offer employment or
engagement to any employee of the Company without the prior
written agreement of the Company.
12. General
12.1 If
at any time one or
more of the above conditions becomes in whole or in part void,
invalid or unenforceable the remainder of these conditions shall
remain valid and enforceable.
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