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TERMS AND CONDITIONS OF SALE GEMMA COMPUTERS LIMITED
1 INTERPRETATION
1.1 In these conditions unless the context otherwise permits:
"The Company" shall refer to Gemma Computers Limited.
"The Customer" shall refer to the person, firm or company who accepts a quotation from the Company on the sale of goods or whose order for the sale of the goods is accepted by the Company.
"The Goods" shall refer to the goods (including any instalments of the goods or any part for them), which the Company is to supply in accordance with these conditions.
"The Conditions" shall refer to the standards and conditions of sale set out in this document and (unless the context otherwise requires), includes any special terms and conditions agreed in writing between the Company and the Customer.
"The Contract" shall refer to the contract for the purchase and the sale of Goods.
"Writing" shall include facsimile transmissions.
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE:
2.1 The Company shall sell and the Customer shall purchase the goods in accordance with any quotations of the Company or any order of the Customer which is accepted by the Company subject in either case to these conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made by the customer.
2.2 No variation to these conditions shall be binding unless agreed in Writing between the authorised representatives of the Company and the Customer.
2.3 The Company's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on and waives any claim for breach for any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customers own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Good remain sole and absolute property of Gemma Computes Ltd till paid in full.
3. ORDERS AND SPECIFICATIONS
3.1 The Customer shall be responsible to the Company for ensuring the accuracy of the terms of the order.
3.2 The quantity, quality and description of the Goods shall be those given in the Company's quotation (if accepted by the Customer) or the Customers order (if accepted by the Company).
3.3 The Company reserves the right to make any changes in the specifications of the Goods which do not materially affect the quality or performance of the Goods.
3.4 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company on terms that the Customer shall indemnify the Company in full against all loss (including loss of profits), costs, damages, charges, and expenses incurred by the Company as a result of cancellation.
3.5 Order must be £20 without VAT and delivery charge, order less than £20 will not be processed.
4. PRICE OF THE GOODS
4.1 The price of the Goods or for any services provided by the Company shall be the Company's quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list current at the date of acceptance of the order.
4.2 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as without limitation any foreign exchange fluctuation, currency regulations, alteration of duties, significant increase in the price charged to the Company by its supplier for the Goods or any change in delivery dates quantities or specifications for the Goods which is requested by the Customer or any delay caused by the instructions of the Customer or failure of the customer to give the Company adequate information or instruction).
4.3 Except as otherwise stated under the terms of any quotation or any price list of the Company and unless otherwise agreed between the Company and the Customer all prices include the costs of normal packaging but exclude the cost of delivery and commissioning (where commissioning is applicable).
4.4 The price is exclusive of any applicable Value Added Tax which the Customer will be additionally liable to pay to the Company.
5. TERMS OF PAYMENT
5.1 Unless the Company shall have previously agreed in Writing with the customer that the Goods shall be supplied on credit, payment for the goods shall be made in full by the Customer on delivery of those Goods payment by Credit Card, Transaxed Cheque or Bank draft will be accepted forms of payment, otherwise the payment should be made in full at the time of Customer placing the order.
5.2 Where the Company has agreed to supply the Goods on credit the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods and the Customer shall pay the price of the Goods within the agreed time period of the date of the Company's invoice (such time period being agreed and notified to the Customer by the Company in Writing), notwithstanding that the property of the Goods has not passed to the Customer.
5.3 The time of payment of the price shall be the essence of the Contract. If the Customer fails to make payment on the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to :-
a. Cancel the Contract or suspend any further deliveries or suspend any services to the Customer.
b. Appropriate any payment made by the Customer to such of the Goods as the Company may think fit (notwithstanding any purported appropriation by the Customer).
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Company to such place as shall have been agreed between the Company and the Customer. Unless the Customer shall have notified the company in Writing within 7 days of the date of the Company's invoice therefore that the Goods have not been delivered then delivery shall be deemed to have taken place on the date of the Company's invoice.
6.2 Any dates quoted for the delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the goods howsoever caused. Time for delivery shall not be the essence of the Contract. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
6.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.4 Where the Company only delivers a part shipment due to shortage of stock and the Customer is notified the Customer shall bear the cost of delivery of the short fall.
6.5 Any damages incurred in transit or any quantity discrepancy must be notified in writing by the Customer on the day of the receipt of the goods.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of Goods shall pass to the customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk of the Goods or any other provisions of these Conditions the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold or services agreed to be provided by the Company to the Customer for which payment is then due.
7.3 Until such time as the 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 to those of the Customer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of business but shall account to the Company for the proceeds of sale or otherwise of the Goods whether tangible or intangible including the insurance proceeds and shall keep all such proceeds separate from any Moines or property of the Customer and third parties and in the case of the tangible proceeds properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith to enter upon any premises of the customer or any third party where the Goods are stored and repossess the Goods.
8. WARRANTIES AND LIABILITY
8.1 Where the Company does not manufacture the Goods (or where the Goods comprise computer software, does not publish the software) and subject to the conditions set out below the Company sells the Goods with the benefit of the manufacturer's or publishers warranty.
8.2 The above warranty is given by the Company subject to the following conditions, whereby the Company will accept liability for the defective Goods only to the extent that the Company is entitled to make a claim under the manufacturer's or publishers warranty and obtain from the manufacturer or publisher a refund, credit, repair or replacement in respect of the defective Goods.
8.3 Where the Goods are manufactured by the Company then the Goods will hold a one year return to base warranty. If the Manufacture has set up a direct warranty relationship with the customers then the manufactures procedures will be applied. Customer will be liable for any applicable charges for no faults/damage/mishandling, ect.
8.4 The warranty shall not cover any defect caused:
a. by fair wear and tear
b. in whole or in part by the negligence of the Customer or a user
c. by improper or unauthorised use of the products including any attempt to carry out repairs or modifications to the product
d. by causes external to the products.
8.5 Failure by the customer to settle accounts rendered for goods supplied will render the warranty null and void.
8.6 The Customer shall be responsible for the cost of carriage and insurances in respect of all goods returned by the Customer to the Company for repair or replacement.
8.7 The Company will not accept returned goods for repair or replacement unless such a return has been agreed in advance by it and the goods are received in stock condition, original packaging and clearly marked with the "RMA" number issued by the Company at the time of the intent to return the goods is notified to it together with a full description of any alleged defect.
8.8 Any notification of any return dead on arrival (DOA) goods must be made no later than 5 days from the date of receipt of the goods. Products notified within 5 days of receipt and received within 10 days of receipt by the Company shall receive replacements as new sent back in the original packaging. Goods received by the Company before 12.00 pm will despatch replacement goods the same day, goods received by the Company after 12.00 pm will despatch replacement goods the following day. Intermittent failures are not classed as D.O.A.
8.9 For Gemma Normal Stocking Items returns notified after five working days will be repaired or replaced within 30 days from the Companies receipt of the product. Not Gemma Stocking Items (Not Showing in current Gemma price pages) will be covered by manufactured warranty.
8.10 The Company reserves the right to levy a surcharge of £10.00 per item in the event of returned goods being found to be in working order in accordance with the specifications of the order.
8.11 All orders must be confirmed in writing by the Customer, or the Customer must sign the Companies order which will be faxed through to the Customer. It is the Customer's responsibility to ensure that the order is correct. Any items which the Customer has wrongly ordered may be returned for Credit. The Company must be notified within 5 days of receipt of the goods, and the goods must be returned within 10 days from receipt.
WRONG ORDERS
8.12 The following charges will apply for wrong orders:-
Restocking fee Small Items £10.00 per item.
Restocking fee large Items £20.00 per item.
(Per item means each individual item returned).
8.13 Credits given will be given at the current price list or invoiced price, which ever is lower at the date of receipt by the Company.
9. EXCLUSION OF LIABILITY
9.1 Save as set out in these conditions the Company does not accept any liability for any loss or damage howsoever caused (other than death or injury arising directly from the Company's negligence) resulting from the use of goods sold by it for damage, loss of profit, data loss, or loss of any other kind whatsoever.
10. CONFIDENTIALITY
10.1 Each party shall treat as confidential all information obtained from the other.
11. JURISDICTION AND APPLICABLE LAW
11.1 These conditions shall be governed by English Law.
11.2 Any claim against the Company shall be brought in the English courts. The Company reserves the right to bring proceedings against the Customer in either the English courts or in the courts of the country in which the Customer is domicile.
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