DEVISION General Terms & Conditions of Trading

1 DEFINITIONS

1.1 'Seller' means IT Support Wiltshire Ltd T/A Devision whose registered office is The Syms Building, Bumpers Way, Chippenham, Wiltshire, SN14 6LH.

1.2 'Business Day' means a day, other than a Saturday or Sunday, on which banks are open for business in London.

1.3 'Buyer' means the person, firm or company placing an order with the Seller.

1.4 'Goods' means any goods, materials, equipment and/or services which are the subject of the Buyer's order and which are to be supplied to the Buyer by the Seller under these Terms and Conditions.

1.5 'Contract' means the contract for the supply of Goods formed by the Seller's acceptance (which, however made or communicated, shall be deemed to be made subject to these Terms and Conditions) of the

Buyer's confirmation of order.

1.6 'Specification' means the document supplied by the Seller to the Buyer which details the works to be undertaken and/or the details of equipment and positions in which the same is to be installed at a specified location or site.

2 FORMATION OF CONTRACT

2.1 All Goods sold by the Seller are sold subject to these Terms and Conditions and these Terms and Conditions together with the Specification and quotation supplied to the Buyer by the Seller shall be the sole terms and conditions of any sale by the Seller to the Buyer unless otherwise expressly agreed in writing by the Seller.

2.2 Terms and Conditions on the Buyer's order form or other similar document shall not be binding on the Seller and the Buyer's placing of an order for the Goods shall indicate unqualified acceptance of these Terms and Conditions.

2.3 No representative, agent or sales person has the Seller's authority to vary, amend or waive any of these conditions on behalf of the Seller and no amendment or addition to any of these Conditions shall be deemed to have been accepted unless agreed in writing by the Seller.

3 ORDERS, DELIVERY AND RISK

3.1 Orders are accepted by the Seller subject to the availability of Goods for delivery.

3.2 If the Buyer agrees to collect or arrange for the collection of the Goods from any of the Seller's premises, delivery shall be effected and risk but not title pass when the Goods are handed to the Buyer or its carrier at the Selller's premises.

3.3 Although the Seller will use all reasonable efforts to meet delivery and installation dates, it shall not be liable to the Buyer for any loss or damage whether direct, indirect or consequential if it is delayed or prevented in whole or in part from delivering or installing the Goods. If the Buyer refuses or fails to take delivery of the Goods on the date of

delivery the Seller will be entitled at its discretion to store the Goods at the risk of the Buyer and the Buyer shall in addition to the price paid under Clause 4.1 pay all costs and expenses of such storage and any extra costs of carriage incurred. Time of delivery shall not be of the essence

3.4 The contract price may include the cost of delivery to and installation of the Goods at the Buyer's premises but any installations carried out at the Buyer's request other than on a usual Business Day will be subject to additional charges.

3.5 The Seller reserves the right to deliver in instalments at its discretion.

3.6 The Seller's project delivery form must be signed by the Buyer immediately following delivery and/or installation as acknowledgement of delivery and installation and as acknowledgement that, at the time of installation, the Goods

functioned properly in all respects.

4 PRICE

4.1 The Seller may alter its quoted prices without notice. However, quoted prices are usually valid for a period of 7 days from the date of the quotation. If the quote has been given without the Seller having made a site inspection, the Seller reserves the right to amend any quote to allow for extra work revealed by a subsequent site inspection. If the Buyer requests extra work or Goods of the Seller once on site, the Seller will charge for these at its usual rates and

these charges will be added to the quoted price.

4.2 The price is exclusive of Value Added Tax, customs duties and all other taxes, duties and expenses in respect of the Goods all of which shall be added to the price for the Buyer's account unless otherwise stipulated in writing by the Seller.

5 PAYMENT

5.1 Unless otherwise agreed in writing by the Seller the Buyer shall make payment for the Goods in pounds sterling within 14 days of the date of invoice. If payment is not received within this period the Seller's warranty for equipment is reduced to 90 days.

5.2 Any queries on invoices must be made in writing before the invoice in question falls due for payment, i.e. within 14 days from the invoice date.

5.3 If payment is not made when due for invoiced amounts or monthly accounts then the Seller may, without prejudice to its other rights, charge interest and penalties in line with the Late Payment of Commercial Debts (Interest) Act 1998.

5.4 If the price for the Goods invoiced is a discounted price then if such discounted price has not been paid in full within 7 days of the date of invoice the Seller may, without prejudice to its other rights, withdraw

the discount offered and demand the full price for the relevant Goods.

5.5 The Buyer shall not purport to set off or withhold any payments claimed or due to the Seller under this or any other contract.

5.6 Where the Buyer has a monthly support contract with the Seller this will be paid calendar monthly in advance starting from the date the Goods are activated by standing order to the Seller's bank and will continue for a minimum period of 12 months unless otherwise agreed in writing by a Director of the company. After this period the standing

order may be cancelled upon giving at least 30 days notice in writing to the Seller of Buyer's intention to cancel.

5.7 Without prejudice to the other provisions of this Clause 5 the Seller shall be entitled to terminate this Contract or suspend performance of it if payment for Goods is not made when due or if the Buyer is in breach of any other provision of these Conditions.

6 TITLE AND LIEN

6.1 The Buyer shall not interfere with any identification marks or serial numbers on the Goods in this or any other context.

6.2 If payments received from the Buyer are not stated to refer to a particular invoice the Seller may appropriate such payments to any outstanding invoice.

6.3 Sums payable in respect of Goods shall not be treated as paid until any cheque, bill of exchange or other instrument of payment given by the buyer has been met on presentation or otherwise honoured in accordance with its terms

6.4 Notwithstanding delivery title in the Goods shall not pass from the Seller until:

6.4.1 the Buyer shall have paid the Price ; and

6.4.2 no other sums whatever shall be due from the Buyer to the Seller.

6.5 Until title in the Goods passes to the Buyer the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall keep the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller' property.

6.6 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire

proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.

6.7 The Seller shall be entitled to recover the Price notwithstanding that property in any of the Goods has not passed from the Seller.

6.8 Until such time as property in the Goods passes the Buyer shall upon request deliver up to the Seller such of the Goods as have not ceased to be in existence or resold. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.

On the making of such request the rights of the Buyer under clause 6.7 shall cease.

6.9 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

6.10 The Buyer shall insure and keep insured the Goods to the Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

6.11 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended and if requested shall provide a copy thereof to the Seller. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7 GUARANTEES, CONDITIONS AND REPRESENTATIONS

7.1 Where Goods are supplied without the benefit of any manufacturer's guarantee or warranty the Seller shall at its option replace, repair or refund the price paid for the Goods proved to its reasonable satisfaction to be defective provided in each case:

a. the defect is not one the Buyer should have notified or did not notify to the Seller and

b. the Buyer as soon as reasonably practicable and in any event within 14 days after delivery informs the Seller of the alleged defect and if requested by the Seller returns the goods carriage paid; and

c. no unauthorised alterations, movement or modifications have been made to the alleged defective Goods; and

d. the Goods have been stored, maintained and used in a proper environment, with reasonable care and in accordance with the operation manual supplied by the Seller with the Goods and the Buyer provides full information and documentation to verify compliance with these conditions.

8 LIABILITY

8.1 The Seller's liability for any direct physical damage as a result of the Seller's negligence shall be limited to 125% of the price paid (and not refunded) in respect of any single claim and any other liability of the Seller to the Buyer shall be limited to the price paid (and not refunded) for the Goods. The Seller shall have no liability to the

Buyer in respect of indirect, special, consequential or economic loss, loss of contracts, revenue, goodwill, profits or other benefits whether arising from breach of contract statutory duty, negligence or in any other way.

8.2 The Seller makes no representation or warranty that use of the Goods does not infringe the rights of any third party and the Seller accepts no liability in this respect.

9 CANCELLATION AND TERMINATION

9.1 This Contract may only be cancelled by the Buyer with the express written consent of the Seller and the Seller is entitled to be paid in full for any losses and costs it incurs because of such cancellation.

Where any Goods are returned by the Buyer without the Seller's consent, no credit against the goods will be given by the Seller to the Buyer.

9.2 Should the Buyer make default in any payment or otherwise be in breach of the Contract or under any other contract with the Seller or compound with or execute an assignment fo the benefit of its creditors or commit any act of bankruptcy or being a company enter into voluntary or compulsory liquidation or allow a receiver or administrative receiver to be appointed over all or any part of its assets or take or allow any similar action in consequence of debt or

become insolvent or should the Seller have reasonable cause to believe that any of these events is likely to occur, the Seller may, by notice in writing to the Buyer, without prejudice to any other rights, immediately stop or suspend or cancel any uncompleted part of the Contract or stop any Goods in transit or require payment in advance or satisfactory security for further deliveries under the Contract.

10 FORCE MAJEURE

10.1 The Seller shall not be liable to the Buyer for any loss or damage caused to or suffered by the Buyer as a direct or indirect result of the supply of Goods by the Seller being prevented, restricted, hindered or delayed by reason of any circumstances outside the control of the Seller including, without limitation, circumstances affecting the provision of all or any part of the Goods by the Seller's usual source of supply or delivery or by the Seller's normal route or means of delivery.

11 SEVERABILITY

11.1 If any of the Terms and Conditions of the Contract (or part thereof) shall be found to be invalid, ineffective or unenforceable, the invalidity, ineffectiveness or unenforceability of such term or condition (or part thereof) shall not affect any other term or condition (or the other part of the term or condition of which such invalid, ineffective or

unenforceable part forms part) and all terms and conditions (or parts thereof) not affected by such invalidity, ineffectiveness or unenforceability shall remain in full force and effect.

12 MISCELLANEOUS

12.1 The parties agree that this agreement is not intended to benefit any third party and expressly excludes the Contracts (Rights of Third parties) Act 1999.

12.2 The Buyer shall indemnify the Seller against any costs, expenses or losses incurred or sustained by the Seller in exercise of its rights under this Contract.

13 GOVERNING LAW

12.3 The construction, validity and performance of the Contract shall be governed by English law and the parties submit to the nonexclusive jurisdiction of the English court

14 WAIVER

12.4 The failure of the Seller to insist upon the strict performance of any of the Terms and Conditions of the Contract shall not be construed as a waiver of any such term or condition and shall in no way affect the Seller's right to enforce such provision later.

THE CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ THESE TERMS AND CONDITIONS AND UNDERSTANDS AND AGREES TO BE BOUND BY THEM. THE CUSTOMER FURTHER AGREES THAT

THIS CONTRACT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE MUTUAL UNDERSTANDING OF THE PARTIES AND SUPERSEDS AND CANCELS ALL PREVIOUS WRITTEN AND ORAL AGREEMENTS AND COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS CONTRACT.

 

Devision

The Syms Building
Bumpers Way
Chippenham
Wiltshire
SN14 6LH

Tel: 0845 500 9009

Company No: 06090378

VAT No 879892140

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© Devision 2012