1. General Conditions of Sale
In these conditions “the Company” means Integratech Limited as supplier of the goods (as defined herein) hereunder. “The Customer” means the person, firm or Company placing an order with the Company. “The Contract” means any contract between the Customer and the Company incorporating these terms and conditions for the sale of Goods. All these conditions apply to any contract of which they form part and all orders are accepted and goods supplied subject to these conditions notwithstanding anything to the contrary in the customer’s standard conditions of purchase. No addition to or variation from these conditions shall be binding on the Company unless it is in writing and signed by a duly authorised representative of the Company. No employee, servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the conditions of the goods, their fitness for any purpose or any other matter whatsoever. If subsequent to this contract, any contract for sale is concluded with the same customer by letter, email, fax or orally or by any combination of these, without express reference to these conditions, it shall be a term of such a contract that these conditions shall apply to such a contract. “Goods” means, where applicable, the subject matter of the contract, including (but not limited to ) software, hardware, materials or articles, spares, services etc., and whether one or a number of items whether or not identical or similar.
2. Quotations and Tenders
No order placed by the Customer shall be deemed to be accepted by the Company unless and until conformed in writing by the Company or their authorised representative.
Where goods are supplied from stock, such supply is subject to availability of stocks at the date of delivery.
Quotations submitted by the company shall remain open for acceptance for a period of 30 Days from the date of quotation, unless in the quotation some other period is specified or accepted.
The Company shall have the right to refuse to accept any orders placed for any Goods
The Customer shall be responsible for the accuracy of any order and for giving the Company any information necessary for the Company to perform the Contract
The price of the Goods shall be as quoted to the Customer at the date of the acceptance of the order
The Company reserves the right to increase the price of the Goods where the increase is to take account of increases in costs, expenses and/or materials suffered by the Company
The Customer will be informed in writing by the Company of any increases in prices for the Goods not less than 30 days before such increase takes effect
Except as otherwise stated, prices are ex-works, and the Customer shall be liable to pay the Company’s charges (if any) for transport, packaging and insurance
All prices are exclusive of any applicable Value Added Tax, which the Customer shall be additionally liable to pay to the Company
All prices quoted in pounds sterling unless otherwise stated.
4. Payment Terms unless previously advised in writing by the Company
For new customers and non-account customers:
Product only: 100% On order
Systems Installation: 50% with initial order, 40% on start of installation, 10% on completion of installation.
Subject to any special terms agreed in writing between the Customer and the Company, the Company may invoice the Customer for the price of the Goods on or at any time after the acceptance of the quotation or order by the Customer
The Customer shall, in all instances pay the price of the Goods within 30 days of the date of the Company’s invoice. Time for payment shall be of the essence
If the Customer fails to make payment in full on the due date the Company reserves the right to charge the Customer interest on the amount unpaid at the rate of 8% above the base rate from time to time of HSBC Bank plc
If payment in full is not made to the Company when due the Company shall be entitled to withhold or suspend future or current deliveries of the Goods and delivery under any other agreement with the Customer
The company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order (whether in respect of this or any other contract with the customer) or to suspend delivery in the event that any of the customer commitments with the company shall not be met ( including but not limited to failure to pay for any goods or any delivery or instalment, or if a customers credit limit is exceeded).
If an order is cancelled by the company in the aforementioned circumstances, or is cancelled by the customer then the customer shall indemnify the company against all loss, costs (including the cost of all labour and materials or goods and overheads incurred), damages charges and expenses arising out of the order and cancellation thereof (the company giving credit for the value of such materials or goods sold or utilised for other purposes).
The company reserves the right at its option to impose a credit limit on the customer.
The Customer is responsible for checking all orders or quotations and satisfying themselves that any specification given is accurate and adequate for the Goods
The Company shall have no liability for errors in any specification or details provided by the Customer and the Customer is solely responsible for their accuracy
Details and/or specifications in any brochures or price lists produced by the Company are intended as a guide only and only give a general approximation of the Goods
The Company reserves the right to make changes to the specification of the Goods as required from time to time by law, applicable safety requirements or manufacturing requirements
The company reserves the right to supply the customer alternative goods to the goods ordered by the customer where the goods ordered are obsolete or have been replaced by an updated version, model or form provided that the alternative goods so supplied by the company shall be of an equivalent or higher specification than the goods ordered by the customer.
6. Extra Cost
In the event of any suspension of work through the customers instructions, lack of instructions, or any default on the part of the customer whatsoever the price(s) given shall be increased to cover any extra expenses thereby incurred by the company.
The customer shall note any claim for short delivery and/or for damage to components on the delivery schedule at the time of delivery and shall confirm such claims in writing to the company within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any delivered as a part performance of the contract.
The delivery or performance dates specified in the contract are approximate only and time of delivery shall not be of the essence of the contract unless expressly so stipulated by the customer and accepted in writing by the company. The Company will use its reasonable endeavours to ensure delivery on the dates specified
If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Company’s control) then without limiting any other right or remedy available to the Company, the Company may: –
7.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
7.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract
8. Risk and Property
Risk in the Goods shall pass to the Customer on delivery. Delivery shall be deemed to occur: –
8.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods
The Company shall retain property of the Goods until they have received payment in full in cash or cleared funds of all sums due and owing for all Goods supplied to the Customer by the Company under this Contract or any other agreement between the Company and the Customer
Until such time as property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer or any third party and properly stored, protected and insured and identified as the Company’s property, but the Customer may resell or use the Goods in the ordinary course of its business
Until such time as property in the Goods passes to the Customer (and provided that the Goods are still in existence and have not been resold) the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods
If the Goods have been incorporated in or used as material for other Goods before payment in full has been made to the company the ownership in the whole of such other Goods shall be and remain with the Company until such payment has been made or the other Goods have been sold as a full aforesaid and all the Company’s rights hereunder in the matter shall extend to those other Goods. The Customer agrees to pay the Company all costs of repossession.
Where the Customer re-sells the Goods all money received from such resale and all rights arising against the sub purchaser shall be held by the Customer as agent and bailee for the Company until all sums due to the Company from the Customer have been duly paid and such monies shall, if called upon by the Company, be placed on deposit in a designated bank account for the Company and such monies to be held in that bank account in trust for the Company and paid to the Company in demand.
9. Force Majeure
In the event of the performance of any obligations by the company being prevented, delayed or any way interfered with by an act of God, fire, inclement, explosions, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, governmental order or intervention (whether or not having the force of the law) or any other cause whatever beyond the Company’s control or an unexpected or exceptional nature the Company may suspend or treat as impossible the performance or any obligation to the Customer without liability for any loss.
10. Legal Construction
These conditions and the contract to which this document relates shall in all respects be construed and operate in accordance with English Law, and the Customer hereby submits to the nonexclusive jurisdiction of the English Courts, save where the Company is Integratech where this document shall in all respects be construed and operate in accordance with English Law and the Customer hereby submits to the nonexclusive jurisdiction of the English Courts.
Cancellation of orders in whole or part will only be accepted by the Company in writing, and on the condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other losses or damages resulting to the Company by reason of such cancellation will be reimbursed by the Customer to the Company forthwith.
As part of additional Support Terms and Conditions unless agreed and signed in writing the cancellation of support contract has a minimum 3 month notice period.
12. Non Solicitation of Employees
The customer hereby undertakes that save with prior written consent of the company, will not either on its own account or for any other person, firm or company, solicit, interfere with or endeavour to entice away any employee of the company or company associated with the company.
Should the customer employ an employee of the company either directly or within six months of employee leaving the company the customer will immediately be liable to pay the company 45% of their present annual remuneration package.
All orders are accepted subject to trade, credit bank or other references being satisfactory to the Company where required by the Company.
14. Warranty and Limit of Liability
Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent upon reasonable inspection) within the warranty period stated (“the Warranty Period”). If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract
(a) Subject to compliance with the above obligations, which shall be a condition precedent to the Company’s liability during the Warranty Period, the Company will (at its option) repair or replace any components of the Company’s manufacture which fail due to faulty materials or workmanship. In the case of components or products not of the Company’s manufacture, but supplied by the Company as part of a contractor order, the Company will (so far as it is able so to do) assign to the Customer its rights against its supplier and these rights shall be taken in extinction of and substitution for any rights which the Customer would otherwise have had against the Company.
(b) The Company does not warrant that the operation of software, firmware, or hardware shall be uninterrupted or error free and the Company shall be under no liability under this warranty in respect of defects resulting from:
(i) Improper or inadequate maintenance by the Customer.
(ii) Customer supplied software or interfacing.
(iii) Unauthorised modification or use.
(iv) Operation outside the environmental specification for the Goods.
(v) Improper preparation and maintenance at the site.
The Customer’s remedies in respect of any claim under paragraphs 1 and 2 of this condition or any other condition or warranty implied by law or any other claim in respect of the Goods or any workmanship relating thereto shall in all cases be limited to those specified in paragraphs 1 and 2 as appropriate and any conditions or warranties implied by the law shall cease to apply after the expiry of the warranty period specified above.
Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law
Where Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms
Nothing in this Contract shall exclude or limit the Company’s liability for death or personal injury due to the Company’s negligence or any liability due to the Company’s fraud or any other liability which it is not permitted to exclude or limited as a matter of law
Without prejudice to the foregoing liability of the Company under this warranty shall be limited to the invoice value of the components replaced or repaired and the Company shall not in any circumstances be liable for any direct or consequential losses or damages, costs, expenses, compensation or any other liabilities howsoever caused and any other remedy which would otherwise be available in law is hereby excluded except to the extent that such exclusion is prohibited by any rule of law. It shall be the duty of the Customer to insure against such consequential loss and to hold the Company harmless therefore.
All software is supplied based on the acceptance of the manufacturers terms and conditions and once opened and / or activated is non-returnable and non-refundable.
This Clause 15 applies where: –
15.1.1 the Customer makes a voluntary arrangement with its creditors or (being an individual or firm) become bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
15.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
15.1.3 the Customer ceases, or threatens to cease, to carry on business; or
15.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur to the Customer and notifies the Customer accordingly.
If this Clause applies then, without limiting any other right or remedy available to the Company: –
15.2.1 The Company may cancel the Contract or suspend further deliveries under the Contract without any liability to the Customer; and
15.2.2 if Goods have been delivered but not paid for, including Goods supplied where any credit facility is in place, then such facility shall automatically terminate and the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary
16. Data Loss
It is the Customer’s responsibility to ensure that an adequate backup of data is taken prior to the Company commencing any work and the Company will not be held responsible for any loss of data or programmes and any further consequential loss what so ever.
The Customer shall ensure that access to all necessary items is prompt and available and is not obstructed including computing equipment that is in use.
Should this not be the case the Company shall be allowed to charge for this time at it current hourly prevailing rate.
The Company reserves the right to subcontract the whole or any part of the contract.
The Customer agrees upon demand to indemnify the Company against all actions, costs (including the costs of defending any legal proceedings), claims, proceedings, accounts, losses, damages, injury and expenses of whatever nature suffered by the Company to the extent that the same are causes by or related to:-
(a) designs, drawings, descriptions, software, specifications and other information given to the Company by the Customer in respect of Goods supplied by the Company to the Customer; including (without prejudice to the generality of the foregoing) any infringement or alleged infringement of any patent, registered design, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Company with the Customers instructions, whether express or implied; and
(b) defective materials or products supplied by the Customer to the Company and incorporated by the Company in Goods produced by the Company for the Customer; and
(c) the improper incorporation, assembly, use, processing, storage or handling of Goods by the Customer or other third parties.
The Customer acknowledges that the copyright in the Goods and all documents provided or to be provided by the Company is the property of the Company and the Customer shall not make or permit to be made any copy thereof.
Where the company supply bespoke or amended software it is supplied as a license to use only and all copyrights are reserved by the company.
No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision
If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provisions in question shall remain unaffected