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| Readycrest
Terms & Conditions of Sale |
1.
DEFINITIONS
1.1
"Customer" means the party identified as the Customer in this
Agreement to whom Readycrest may agree to supply Products in accordance
with these terms and conditions. 1.2 "Readycrest" means Readycrest
Ltd of 6-8, Chestnut Avenue, Walderslade, Kent, ME5 9AJ or any
subsidiary or associated company. 1.3 "Products" means goods including
but not limited to computer hardware and software items to be
provided by Readycrest to the customer in accordance with these
terms & conditions. 1.4 "Third Party Software" means all software
owned by or licensed to the Customer from a third party owner
(whether or not supplied by Readycrest) and which comprises part
of the Products.
2.
ORDER ACCEPTANCE
2.1
All orders placed with Readycrest by the customer for Products
shall constitute an offer to Readycrest, under these terms and
conditions, subject to availability of the products and to the
acceptance of the order by Readycrest’s authorised representative.
2.2 All orders are accepted and Products supplied subject to these
express terms and conditions only. No amendment of these terms
and conditions will be valid unless confirmed in writing on or
after the date hereof by Readycrest’s authorised representative.
2.3 It is agreed that these terms and conditions prevail over
the Customer’s terms and conditions of purchase unless these latter
terms and conditions are amended by Readycrest in writing and
signed by Readycrest.
3.
INDEPENDENT CONTRACTOR
The
relationship between the Supplier and Customer is that of independent
contractor. Neither party is the agent of the other, and neither
party has any authority to make any contract or make any obligation
expressly or implied in the name of the other party, without that
party’s prior written consent for express purposes connected with
the performance of this agreement.
4.
DESPATCH
4.1
Any time quoted for despatch is to be treated as an estimate only,
but despatch may be postponed because of conditions beyond Readycrest’s
reasonable control, and in no event shall Readycrest be liable
for any damages or penalty for delay in despatch or delivery.
4.2 Risk shall pass to the customer at the time the Products are
despatched by or on behalf of Readycrest. Readycrest accepts no
liability for loss or damage caused by the carrier. 4.3 If Products
have not been received, the Customer must notify Readycrest within
7 days of the date of invoice. If proof of delivery is required,
this must be requested within 14 days of the invoice.
5.
CANCELLATION AND RESCHEDULING
Subject
to clause 8.2, any request by the Customer for cancellation of
any order or for rescheduling of deliveries will only be considered
by Readycrest if made at least 12 hours before despatch of the
Products, and shall be subject to acceptance by Readycrest at
Readycrest’s sole discretion, and subject to a reasonable administration
charge therefore by Readycrest. The Customer hereby agrees to
indemnify Readycrest against all loss, costs (including cost of
labour and materials used and overheads incurred), damages, charges
and expenses arising out of the order and its cancellation or
rescheduling.
6.
PRICES
6.1
Catalogue, price lists and other advertising literature or materials
as used by Readycrest are intended only as an indication as to
price and range of goods offered and no prices, descriptions or
other particulars contained therein shall be binding on Readycrest.
6.2 All prices are given by Readycrest at the time of the order
on an ex-works basis and the Customer is liable to pay for transport,
packing and insurance. 6.3 All quoted or listed prices are based
on the cost to Readycrest of supplying the Products to the Customer.
If before delivery of the Products there occurs any increase in
any way of such costs in respect of Products which have not yet
been delivered, the price payable may be subject to amendment
without notice at Readycrest’s discretion. 6.4 All prices are
exclusive of Value Added Tax and any similar taxes. All such taxes
are payable by the Customer and will be applied in accordance
with U.K. legislation in force at the tax point date.
7.
PAYMENT TERMS
7.1
Invoices will be raised and dated by Readycrest on the date of
despatch of the Products. Unless otherwise specifically negotiated
and agreed, invoices will be payable by the Customer 7 days from
the date of the invoice. Payments which are not received when
payable will be considered overdue and remain payable by the Customer
together with interest for late payment from the date payable
at the rate of 4% per annum above the base rate for the time being
of the National Westminster Bank plc. Such interest shall accrue
on a daily basis and be payable on demand after as well as before
judgement. 7.2 When all prices, taxes and charges due in respect
of the Products and any products supplied previously to the Customer
have been paid for in full, title to hardware Products only shall
pass to the customer. 7.3 Notwithstanding despatch and the passing
of risk in the Products to the customer pursuant to Clause 4,
or any other provision of these conditions, the property in the
hardware Products shall not pass to the Customer until Readycrest
has received in cash or cleared funds payment of the price of
the Products and all of the products agreed to be sold by Readycrest
to the Customer for which payment is then due. 7.4 Until such
times as the property in the Products passes to the Customer,
the Customer shall hold the Products as Readycrest’s fiduciary
agent and bailee, and shall keep the Products properly stored,
protected and insured and identified as Readycrest’s property.
Until that time the Customer shall be entitled to resell or use
the Products in the ordinary course of its business, but shall
account to Readycrest for the proceeds of sale or otherwise of
the Products, whether tangible or intangible, including insurance
proceeds, and shall keep all such proceeds separate from any monies
or property of the Customer and third parties and, in the case
of tangible proceeds stored, protected and insured. 7.5 Until
such times as the property in the Products passes to the Customer,
(and provided the Products are still in existence and have not
been resold), Readycrest shall be entitled at any time to require
the Customer to deliver up the Products to Readycrest and, if
the Customer fails to do so forthwith, to enter upon any premises
of the Customer or any third party where the Products are stored
and repossess the Products 7.6 The Customer’s power of sale or
right to use such Products shall immediately cease if an Administrative
Receiver is appointed over all or any part of its assets or if
it is adjudicated bankrupt or enters into liquidation whether
compulsory or voluntary, or if the Customer makes an arrangement
with its creditors, or generally becomes unable to pay its debts
within the meaning of the Insolvency Act 1986. 7.7 On termination
of the Customer’s power of sale or right to use the Products the
Customer will immediately hold the Products to the order of Readycrest.
7.8 The Customer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the Products
which remain the property of Readycrest, but if the Customer does
so, all monies owing by the Customer to Readycrest shall (without
prejudice to any other right or remedy of the seller) forthwith
become due and payable. 7.9 Readycrest reserves the right to cease
supplies of Products to the Customer at any time. On such cessation
of supplies, Readycrest reserves the right to withdraw any credit
facility such that the whole of the Customer’s account becomes
due for payment forthwith.
8.
SPECIFICATION OF PRODUCTS
8.1
Readycrest will not be liable in respect of any loss or damage
caused by or resulting from any variation for whatsoever reason
in the manufacturer’s specifications or technical data and will
not be responsible for any loss or damage resulting from curtailment
or cessation of supply following such variation. Readycrest will
use reasonable endeavour to advise the Customer of any such impending
variation as soon as it receives any notice thereof from the manufacturer.
8.2 Unless otherwise agreed, the Products are supplied in accordance
with the manufacturer’s standard specification as these may be
improved, substituted or modified. Readycrest reserves the right
to increase its quoted or listed price, or to charge accordingly
in respect of any orders accepted for Products of non-standard
specifications and in no circumstances will it consider cancellation
of such orders or the return of the Products.
9.
PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
9.1
The Customer hereby acknowledges that any propriety rights in
any Third Party Software supplied hereunder including but not
limited to any title or ownership rights, patent rights, copyrights
and trade secret rights, shall at all times and for all purposes
vest and remain vested in the Third Party Software owner. 9.2
The Customer hereby acknowledges that it is its sole responsibility
to comply with any terms and conditions of licence attaching to
Third Party Software supplied and delivered by Readycrest (including
if so required the execution and return of a Third Party Software
licence). The Customer is hereby notified that failure to comply
with such terms and conditions could result in the Customer being
refused a software licence or having the same revoked by the proprietary
owner. The Customer further agrees to indemnify Readycrest in
respect of any costs, charges or expenses incurred by Readycrest
at the suit of the Third Party Software owner as a result of any
breach by the Customer of such conditions. 9.3 NO TITLE OR OWNERSHIP
OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENSED TO THE
CUSTOMER UNDER THIS AGREEMENT IS TRANSFERRED TO THE CUSTOMER UNDER
ANY CIRCUMSTANCE
10
. RETURNS
10.1
Readycrest reserves the right to levy an administration charge
in respect of the rotation of Products and returns 10.2 Returns
must be made subject to the following (a) prior authority having
been obtained from Readycrest which will be given at Readycrest's
sole discretion; (b) within 30 days of the date of the invoice;
(c) subject to stock rotation policy; (d) the Products must be
properly packed; (e) the Products must be in saleable condition;
(f) the Products must be accompanied by a detailed packing list;
(g) the Product is covered by warranty (see section 11). 10.3
Readycrest reserves the right to reject any Products returned
which do not comply with the conditions set out in clause 10.2.
10.4 If Readycrest nevertheless agrees to accept any Products
returned in a non-saleable condition, Readycrest reserves the
right to charge the cost to the Customer of bringing the Products
to a saleable condition.
11.
WARRANTY
11.1
Readycrest warrants that it has good title to or licence to supply
all Products to the Customer. 11.2 If any part of the hardware
Products should prove defective in materials or workmanship under
normal operations or service, such Products will be repaired or
replaced only in accordance with any warranty cover and terms
provided by the manufacturer of the Products PROVIDED THAT no
unauthorised modifications to the Product or to the system of
which the Product forms part have taken place. Readycrest is not
responsible for the cost of labour or other expenses incurred
in repairing or replacing defective or non-conforming parts. 11.3
All software Products supplied hereunder are supplied “as is”
and the sole obligation of Readycrest in connection with the supply
of software Products is to use all reasonable endeavour to obtain
and supply a corrected version from the manufacturer concerned
in the event that any such software Product should fail to conform
to its product description PROVIDED ALWAYS THAT the Customer notifies
Readycrest of any such non-conformity within 90 days of the date
of delivery of the applicable software product. 11.4 If the Products
are rejected by the Customer as not being in accordance with the
Customer’s order pursuant to clause 11.2 or 11.3 Readycrest will
only accept the return of such Products provided that it receives
written notification thereof giving detailed reasons for rejection.
Readycrest will not consider any claim for compensation, indemnity
or refund until liability, if any, has been established or agreed
with the manufacturer and where applicable the insurance company.
Under no circumstances shall the invoked invoiced Products be
deducted or set off by the Customer until Readycrest has passed
a corresponding credit note. 11.5 EXCEPT AS SPECIFICALLY SET OUT
IN THIS CLAUSE 11, READYCREST DISCLAIMS AND EXCLUDES ALL OTHER
WARRANTIES, WHETHER EXPRESS OR IMPLIED. BE STATUTE OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.
12.
INDEMNITIES AND LIMITS OF LIABILITY
12.1
Readycrest disclaims and excludes all liability to the Customer
in connection with these terms and conditions including the customers
use of the Products and in no event shall Readycrest be liable
to the Customer for special, indirect or consequential damage
including but not limited to loss of profits or arising from loss
of data or in connection with the use of Products. All terms of
any nature , express or implied, statutory or otherwise, as to
correspondence with any particular description or sample, fitness
for purpose or merchantability, are hereby excluded. 12.2 The
Customer shall indemnify and defend Readycrest and its employees
in respect of any claims by third parties which are occasioned
by or arise from any Readycrest performance or non-performance
pursuant to the instructions of the Customer or its authorised
representative.
13
.TERMINATION FOR CAUSE
This
agreement may be terminated forthwith by notice in writing: 13.1
By Readycrest if the Customer fails to pay any sums due hereunder
by the due date notwithstanding the provisions for late payment
in clause 7.1. 13.2 If either party fails to perform any of its
obligations under this agreement and such failure continues for
a period of 14 days after written notice thereof, by the other
party; 13.3 If either party is involved in any legal proceedings
concerning its solvency, or ceases trading, or commits an act
of bankruptcy or is adjudicated bankrupt or enters into liquidation,
whether compulsory or voluntary, other than for the purposes of
an amalgamation or reconstruction, or makes an arrangement with
its creditors or petitions for an administration order or has
a receiver or manager appointed over all or any part of its assets
or generally becomes unable to pay its debts within the meaning
of section 123 of the Insolvency Act 1986, then without prejudice
to any other rights or remedies available to it, the other party
shall have the right of terminate this agreement forthwith. 13.4
Any termination of this agreement pursuant to this clause shall
be without prejudice to any other rights or remedies a party may
be entitled to hereunder or at law, and shall not affect any accrued
rights or liabilities of either party.
14.
EXPORT AND/OR RE-EXPORT LIMITATIONS
Having
regard to the current statutory or other United Kingdom Government
regulations in force from time to time and, in the case of Products
manufactured in the United States of America, to the current export
rules and regulations of the United States department of commerce
in force from time to time and regardless of any disclosure made
by the Customer to Readycrest of an ultimate destination for any
Products, the Customer will not export or re-export directly any
Products without first obtaining all such written consents or
authorisations as may be required by any applicable government
regulation. 15. CONTRACT 15.1 The headings in this Agreement are
for ease of reference only and shall not affect its interpretation
or construction. 15.2 No forbearance, delay, or indulgence by
either party in enforcing its respective rights shall prejudice
or restrict the rights of that party, and no waiver of any such
rights or of any breach of any contractual terms shall be deemed
to be a waiver of any other right or any later breach. 15.3 The
Customer agrees not to assign any of its rights herein without
the prior written consent of Readycrest. 15.4 In the event of
any of these terms and conditions or any part of any of them being
judged illegal or unenforceable for any reason, the continuation
in full force and effect of the remainder of them shall not be
prejudiced. 15.5 Neither party shall be liable to the other for
any delay in or failure to perform its obligations hereunder (other
than a payment of money) where such delay or failure results from
force majeure, act of God, fire, explosion, accident, industrial
dispute or any other cause beyond its reasonable control. 15.6
Any documents or notices given hereunder by either party to the
other must be in writing and may be delivered personally or by
recorded delivery or registered post and in the case of post will
be deemed to have been given 2 working days after the date of
posting. Documents or notices shall be delivered or sent to the
addresses of the parties on the first page of this agreement or
to any other address notified in the normal course of trading
in writing by either party to the other for the purpose of receiving
documents or notices after the date of this agreement. 15.7 These
terms and conditions shall be governed and construed in accordance
with English law.
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