REACH DATA TECHNOLOGIES LIMITED STANDARD TERMS & CONDITIONS OF SALE
1.1 "Seller" means Reach Data Technologies Limited of OFFICE ADDRESS.
1.2 "Conditions" means the terms and conditions of the sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 "Buyer" means the person who buys or agrees to buy the Products or Product from the Seller.
1.4 "Products" and “Product” mean the products or product the Buyer agrees to buy from the Seller.
1.5 "Buyer's Premises" means the address specified by the Buyer to where the Products are to be delivered.
1.6 "Delivery Date" means the date specified by the Seller when the Products are to be delivered. If the Buyer does not require delivery of the Products, "Delivery Date" means the date when the Buyer or his agent collects the Products from the Buyer's Premises.
1.7 "Confirmed Order" means the Buyer accepts the Seller's quotation by way of postal delivery.
1.8 "Date of Order" means the date the Seller receives the Confirmed Order.
1.9 "Indemnity" means a payment made by the Buyer to the Seller in advance of the delivery of the Products by way of an indemnity against Cancellation of the Confirmed Order, to be the full price and V.A.T.
1.10"The Bank" means COMPANY BANK, AND ADDRESS
1.11"Client Account" means a separate account at the Bank.
2. CONDITIONS APPLICABLE
2.1 These conditions shall apply to all contracts for the sale of Products by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Products shall be deemed to be an offer by the Buyer to purchase Products pursuant to these conditions.
2.3 A Confirmed Order for the Product shall be deemed conclusive evidence of the Buyer's acceptance of these conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller, acting by its Managing Director or some other person authorised in writing by him.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 If any provision of these Conditions is held by any competent authority or Court to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of these provisions in question shall not be affected.
3. THE PRICE AND PAYMENT
3.1 The price is inclusive of V.A.T. which shall be due at the rate ruling on the date of the Seller's invoice.
3.2 Payment of the Indemnity shall be due on the Date of Order. The Indemnity will be paid into the Client Account. Payment of the Indemnity does not constitute a sale of the Products.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above the Bank's base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
3.4 Payment of the Price and V.A.T. shall be due before delivery of the Products. Time for payment shall be of the essence. If the Buyer does not pay the Price on delivery the Seller may bring an action for the Price even though property in the Products has not passed to the Buyer. The Buyer will pay in full without any discount deduction, set off or abatement on any ground.
3.5 The Seller will transfer the Indemnity from the Client Account towards Payment of the Price and V.A.T. before delivery of the Products.
4. THE PRODUCTS
4.1 The quantity and description of the Products shall be as set out in the Seller's quotation.
4.2 The Seller reserves the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements or, where the Products are to be supplied to the Seller's specification, which do not materially affect their quality of performance.
4.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of the cancellation.
4.4 The losses referred to 4.3 shall be deemed to be no less than the Indemnity.
5. WARRANTIES AND LIABILITIES
5.1 The Seller warrants that the Products, excluding any software licences, will be free from defects in materials and workmanship for a period of 12 months from the Delivery Date ("the Initial Warranty Period"). If the Buyer returns to the Seller any Products which the Buyer claims are in breach of the Warranty not later than the expiry of the Initial Warranty Period and in accordance with clause 5.3 the Seller shall at its own expense and within a reasonable time of receiving those Products consider the Buyer's claim and if the Seller determines that the Products concerned breach this Warranty repair, or at its option, replace the Products or such parts of the Product as are defective.
5.2 The Seller does not warrant the compatibility of a Product used in conjunction with another product not supplied by the Seller or any Product specifically chosen by the Buyer against the Seller’s recommendation. If a Product returned by the Buyer is found not to be faulty but incompatible as defined above then the warranty contained in clause 5.1 will not apply.
5.3 The Buyer is responsible for the cost of transporting defective Products to the Seller's workshop for repair or replacement. When returning Products the Buyer must quote a Return Material Authorisation (RMA) number (which can be obtained from the Seller) on the packaging and provide a written description of the defect, which the Buyer claims is covered by the warranty. If the Buyer does not comply with this procedure the Seller shall have no obligation to consider the Buyer's claim for breach of the warranty and may make a handling charge for any warranty claims that are considered.
5.3.1 All items returned to the Seller under clause 5.3 which are found not to be faulty, or to be excluded from the warranty by way of clauses 5.2 and 5.4 will be subject to a standard charge of 10% of the purchase price (minimum £15 per item), plus cost of return to client, where necessary.
5.3.2 All items returned to the Seller under clause 5.3 must be accompanied by a completed Goods Return Form (which will be provided on request). An Indemnity against charges arising from clause 5.3.1 is included on the Goods Return Form and must be completed before the Seller will consider the Buyer's claim under clause 5.1.
5.3.3 The issue of a Return Material Authorisation (RMA) number under 5.3 is for logistics purposes only, and does not constitute an offer of credit, repair or replacement for returned items, which is subject to assessment.
5.3.4 The Seller reserves the right to withhold technical support services, warranties and liability on accounts which are overdue or in contravention of agreed payment terms.
5.4 The warranty contained in clause 5.1 is contingent on the proper use of the Products by the Buyer and does not cover any part of the Products which have been modified without the Seller's prior written consent or which has been subject to unusual physical or electrical stress or on which the original identification marks have been removed or altered. Nor will that warranty apply if the repair or parts replacement is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, humidity control, transportation or other causes other than ordinary use.
5.5 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract terms Act 1977 Section 12) all other warranties, conditions of terms relating to fitness for purpose, merchantability or condition of the Products and whether implied by statue or common law or otherwise are excluded.
5.6 In any event, and despite anything contained in these Conditions, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duties) or otherwise howsoever, and whatever the cause, thereof, (i) for any increased costs or expenses, (ii) for any loss of profit, business, contracts, revenues, or anticipated saving, or (iii) for any special indirect or consequential damage of any nature whatsoever.
5.7 The warranty contained in clause 5.1 is for the benefit of the Buyer only.
6. DELIVERY OF THE PRODUCTS (IF REQUIRED BY THE BUYER)
6.1 Delivery of the Products shall be made by the Seller to the Buyer's premises at any time after the Seller has notified the Buyer that the Products are ready for delivery.
6.2 The Seller will use all reasonable endeavours to adhere to any time stated for delivery but any dates quoted for delivery are approximate only and the Seller shall not be liable for any delay in delivery of the Products however caused.
7. ACCEPTANCE OF THE PRODUCTS.
7.1 The Buyer shall be deemed to have accepted the Products 5 working days after delivery to the Buyer.
7.2 After acceptance the Buyer shall not be entitled to reject Products which are not in accordance with the contract.
8. TITLE AND RISK
8.1 Risk of damage to or loss of the Products shall pass to the Buyer at the date of delivery or, if the Buyer wrongfully fails to take delivery of the Products the time when the Seller has tendered delivery of the Products.
8.2 Despite delivery and the passing of risk in the Products, or any provision of these conditions, the property in the Products shall not pass to the buyer until the Seller has received cash or cleared funds payment in full of the Price and the price of all Products agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller's fiduciary agent and bailee and shall keep the Products separate from those of the Buyer and third parties and properly sorted, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to re-sell or use the Products in the ordinary course of its business, but shall account to the Seller for the proceeds of the sale or otherwise of the Products, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from the money or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
8.4 Until the property in the Products passes to the Buyer (and Provided the Products are still in existence and have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so immediately, to enter upon the premises of the Buyer or any third party where the Products are stored and repossess the Products.
9. REMEDIES OF BUYER
9.1 Where the Buyer rejects any Products then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of those Products of the failure of the Seller to supply Products which conform to the contract of sale.
9.2 Where the Buyer accepted any Products then the Seller shall have no liability whatever to the Buyer in respect of those Products.
10. INSOLVENCY OF BUYER
10.1 This clause applies if :-
10.1.1 The Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 An encumbrancer takes possession, or an administrative receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable despite any previous arrangement or agreement to the contrary.
11.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, and that party shall be entitled to a reasonable extension of time for the performance if its obligations.
11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 Each party agrees to treat as confidential and not to divulge to any third party without the prior written consent of the other, details of the other business operations, propriety rights and techniques, contemplated new Products and customers lists. This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained from a third party lawfully entitled to posses the information.
12. PROPER LAW ON CONTRACT
12.1 This contract is subject to the law of England and Wales.
12.2 This contract is made at the trading premises of the Seller.