Terms & Conditions
1.1 “Customer” means the person(s), firm, business or company who purchases the Products from Example IT.
1.2 “Contract” means any contract between Example IT and the Customer for the sale and purchase of Products arising pursuant to the delivery of an Order Acknowledgement by Example IT to the Customer incorporating these Standard Terms and Conditions and any applicable Special conditions.
1.3 “Force Majeure” means any act or circumstances beyond Example IT’ reasonable control.
1.4 “Order Acknowledgement” means Example IT’ written acceptance of order in the form of an order acknowledgement, whether delivered by email or otherwise, and containing any Special Conditions.
1.5 “Products” means goods or services agreed in the Contract to be supplied to the Customer by Example IT.
1.6 “Special Conditions” means all specific conditions relating to the supply of Products to the Customer (including, but not limited to, descriptions, prices, place and date of supply) contained in or referred to in the Order Acknowledgement. If there is a conflict between these Standard Terms and Conditions and the Special Conditions then the Special Conditions shall prevail.
1.7 “Third Party Software” means all software owned or licensed to the Customer by a third party owner and which comprises part of the Products.
1.8 “Example IT” means Example IT Ltd whose principal place of business is situated at Suite 8.01, Network House, Basing View, Basingstoke, Hampshire, RG21 4HG
2.1 Any quotation made by Example IT is subject to Example IT obtaining satisfactory credit and payment references in respect of the Customer. A quotation shall, unless otherwise stated therein, remain open for acceptance for 14 days only after which time it shall lapse and cease to be binding on Example IT. Every quotation is subject to: revision by Example IT for errors and omissions: increase in price in accordance with condition 3.1 below and: the provision of Products of a similar or equivalent nature as may be agreed with the Customer.
3.1 Prices are based on current costs and charges for the Products at the date of quotation or at such earlier date as may be specified by Example IT. Prices may be increased by Example IT to take into account any change in such costs or charges for Products. Confirmed purchase orders shall be invoiced at the price in effect at the time of Example IT’ acceptance of the order. Unless otherwise agreed prices exclude delivery charges, any taxes including VAT, duty, levy or credit card payment fee.
4.1 Delivery of the Products shall be deemed to take place when they are despatched by or on behalf of Example IT. Risk of loss or damage to Products shall pass to the Customer at the time of delivery
4.2 Any delivery date given by Example IT for delivery is given as an estimate only and Example IT shall in no event be liable for delays in delivery. Example IT will use all reasonable endeavours to despatch the Products for next working day delivery after receipt of the order. Time shall not be of the essence for delivery of any order between Example IT and the Customer.
4.3 Example IT is not responsible for delay or failure to deliver due to causes beyond its reasonable control, including but not limited to fire, flood, act of God or insolvency of sub-contractors or suppliers or inability to obtain products, licenses or services from third party suppliers.
5. DELIVERY CHARGES
5.1 All transportation, packing and transit insurance costs will be payable by the Customer in addition to the price for the Products unless otherwise agreed with Example IT.
6.1 Example IT shall, in the absence of agreement to the contrary, be entitled to use any method or means of transportation.
6.2 Example IT may despatch the Products in multiple shipments.
6.3 Risk of the loss of the Products shall pass to the Customer on delivery.
7.1 If Example IT does not receive from the Customer sufficient instructions to enable it to despatch the Products within 7 days after notifying the Customer that the Products are ready for despatch Example IT shall be entitled to arrange storage of the Products, either at its own premises or elsewhere, on the Customer’s behalf and all charges for storage, insurance, transport or demurrage (including Example IT’ charges for storage and incidental expenses) shall be payable by the Customer. The Products shall be deemed to have been despatched and the risk therein shall be deemed to have passed to the Customer on the date of despatch.
8. CANCELLATION OF ORDERS
8.1 In the event of any cancellation by the Customer of all or part of an order less than 72 hours before the estimated delivery date the Customer shall, if so required by Example IT, pay to Example IT a cancellation charge equal to 25% of the order value with a minimum charge of £25.
8.2 Orders for Products specifically made for the Customer are not able to be cancelled.
9.1 If the Customer rejects non-defective Products the Customer shall, at the discretion of Example IT, pay a re-stocking charge equal to 25% of the order value with a minimum charge of £25.
9.2 Returns will only be accepted if: (a) prior written approval has been obtained from Example IT; (b) the request for the return is made within 14 days of the receipt of the Products; (c) the Products are properly packed to preserve their condition whilst in transit and; (d) the Products are in the manufacturer’s original packing, are in a saleable condition and any software packages or seals have not been opened.
10.1 Unless specifically agreed in writing all amounts owing by the Customer to Example IT shall be paid by 30 days following the date of the invoice.
10.2 The Customer shall make no deduction of any type from such payments unless it has a valid court order requiring an amount equal to such deduction to be paid by Example IT to the Customer.
10.3 Example IT may invoice the Customer at any time after the Products have been despatched and Example IT reserves the right to invoice the Customer for Products delivered in instalments after each such instalment has been despatched.
10.4 Time for payment shall be of the essence and failure of the Customer to make full payment by the due date shall enable Example IT, without prejudice to any other right or remedy available to it, to suspend or cancel any further deliveries to the Customer and to suspend or cancel any order then existing between Example IT and the Customer.
10.5 Example IT shall be entitled to charge interest on any invoiced amount which is not paid by the Customer on the due date at a rate of 4% p.m. above the base rate of Barclays bank.
10.6 The Customer must notify Example IT in writing of any errors within the invoice within 7 days of the date of the invoice.
10.7 The Customer’s credit limit may be amended or withdrawn without prior notice.
10.8 The Products are at the risk of the Customer from the time of delivery.
10.9 Ownership of the Products shall not pass to the Customer until Example IT has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to Example IT from the Customer on any account.
10.10 Whilst ownership of the Products remain with Example IT, the Customer shall:
10.10.1 hold the Products on a fiduciary basis as Example IT’ bailee;
10.10.2 store the Products (at no cost to Example IT) so that they are readily identifiable as the property of Example IT;
10.10.3 not destroy, mark or obscure any identifying label or packaging on or relating to the Products;
10.10.4 maintain the Products in satisfactory condition insured on Example IT’ behalf for their full price against all risks to the reasonable satisfaction of Example IT. On request the Customer shall produce the policy of insurance to Example IT; and
10.10.5 hold the proceeds of the insurance referred to in Condition 10.10.4 on trust for Example IT and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
10.11 The Customer may resell the Products in the ordinary course of business at full market value and the Customer shall hold such part of the proceeds of sale as represent the amount owed by it to Example IT on behalf of Example IT and the customer shall account to Example IT accordingly.
10.12 The Customer’s right to possession of the Products shall terminate immediately if it becomes subject to any of the insolvency circumstances identified in Conditions 13.3 to 13.7.
10.13 Example IT shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from Example IT.
10.14 The Customer grants Example IT, its agents and employees an irrecoverable licence at any time to enter any premises where the Products are or may be stored or used in order to inspect them or, where the Customer’s right to possession has terminated, to recover them.
11.1 Any warranty offered by the Product manufacturer will be passed onto the Customer.
11.2 Example IT does not warrant that the Product purchased by the Customer is compatible with the Customer’s own hardware or software. The Customer is advised to contact the manufacturers direct to ascertain compatibility of hardware and software.
11.3 Example IT’ sole obligation under this Condition 11 shall be at its option to repair or replace the Products or any part thereof. Example IT’ liability under this Condition 11 shall be in lieu of any warranty or condition, express or implied, whether by statute or otherwise.
11.4 The Customer shall carefully inspect the Products on delivery and Example IT shall not be liable for the delivery of damaged or faulty Products unless written notice is given to Example IT within 7 days of the date upon which the Products were delivered or, in respect of latent defects not apparent on immediate inspection, within 7 days of the date upon which the defect was discovered. Time shall be of the essence in respect of the notification of all claims.
11.5 Example IT reserves the right to require that all damaged or faulty Products be returned to Example IT. In that event Example IT shall pay the cost of carriage by normal means on returned products and the repaired or replacement Products will be delivered free of charge by Example IT to the location from which the faulty Products were despatched to it.
12 LIMITATION OF LIABILITY
12.1 Subject to Condition 11, the following provisions set out the entire financial liability of Example IT (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of any breach of these Conditions and any representation, statement or tortious act or omission, including negligence arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these Conditions excludes or limits the liability of Example IT for death or personal injury caused by Example IT’ negligence or fraudulent representation.
12.4 Subject to Conditions 12.2 and 12.3:
12.4.1 Example IT’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and 12.4.2 Example IT shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (as of costs) which arise out of or in connection with the Contract.
13.1 Without prejudice to any other rights to which it may be entitled under the Contract Example IT may give notice in writing to the Customer terminating the Contract with immediate effect if:
13.2 The Customer commits a material breach of any of the terms of the Contract and, if such breach is capable of remedy, fails to remedy that breach to the reasonable satisfaction of Example IT within 30 days of being notified of the breach;
13.3 An order is made or a resolution is passed for the liquidation, winding up or dissolution of the Customer (otherwise than for the purpose of reconstruction or amalgamation);
13.4 An encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Customer;
13.5 The Customer enters into a moratorium under the provisions of the Insolvency Act 2000;
13.6 The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order;
13.7 The Customer otherwise becomes subject to the insolvency laws in any jurisdiction; or
13.8 The Customer ceases, or threatens to cease, to carry on business.
14 FORCE MAJEURE
14.1 Neither party will be liable for any delay in performing or failure to perform its obligations under this agreement due to any cause outside its reasonable control. Such delay or failure will not constitute a breach of this agreement and the time for performance of the affected obligation will be extended by such period as is reasonable.
15.1 The Customer cannot assign any Contract without the prior written consent of Example IT.
15.2 Example IT may without consent assign or sub-contract all or any of its rights and obligations under a Contract.
16.1 All notices which are required to be given under this agreement will be in writing and will be served on the other at its principal place of business.
16.2 All such notices may be delivered personally by first class pre-paid letter or electronic mail or facsimile transmission and will be deemed to have been received:
16.3 By hand delivery- at the time of delivery.
16.4 By first class post- 48 hours after the date of mailing.
16.5 By facsimile or electronic mail transmission- immediately on transmission provided a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next business day.
17 WAIVER AND SEVERANCE
17.1 Any indulgence granted by Example IT to the Customer and any failure by Example IT to insist upon strict performance of these Conditions shall not be deemed a waiver of any of Example IT’ rights or remedies nor be deemed a waiver of any subsequent default by the Customer.
17.2 The invalidity, illegality or unreasonableness in whole or in part of any of these Conditions shall not affect the validity of the remainder of such Conditions or these Conditions.
18.1 Headings have been included for the convenience only and will not be used in construing any provision in the agreement.
19 ENTIRE AGREEMENT
19.1 This Contract is the complete and exclusive statement of the Contract between the parties relating to the subject matter of the Contract and supersedes all previous communications, representations and arrangements written or oral. The Customer acknowledges that no reliance is placed on any representation made but not embodied in this Contract. The printed terms of conditions of any purchase order or other correspondence and documents of the Customer issued in connection to this Contract will not apply unless expressly accepted in writing by Example IT.
19.2 Except as otherwise permitted by this Contract, no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties.
20 GOVERNING LAW
20.1 These terms and conditions shall be governed by the construed in accordance to the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.