Terms and Conditions
1. The Buyer and the Seller
“We” and “Us” means Compleat Office Initiatives Ltd of 19 Gresley Close, Drayton Fields Industrial Estate, Daventry, NN11 8RZ.
“You” means the person buying any goods or services from us.
2. Sale of Goods
On our acceptance of your order, you agree to buy, and we agree to sell you, the goods (if any) specified in the order, at the price specified, subject the terms and conditions set out here.
3. Services
On our acceptance of your order, we agree to perform the services (if any) specified in the order, at the price specified , subject to the terms and conditions set out below.
We agree to carry out the services with reasonable skill and care. We may engage third parties to perform all or part of the services for us.
4. Quotations
A quotation does not amount to a contractual offer and is an indication that we may be willing to supply at a particular price. In any event, no quotation is to be regarded as valid after 60 days of its issue. No price specified in the quotation or elsewhere includes VAT or other applicable taxes or duties unless specifically stated.
5. Amendments to Specifications and Cancellation
We may alter the specifications of the Goods or Services from time to time so long as the alteration does not render the Goods or Services any worse. If you request us to alter the specification after the order has been placed we may consider doing so (at our discretion) but you are warned that this may entail an increase in the price.
If, after you have placed an order, you wish to cancel it, we may consider doing so (at our discretion) but if we agree, this may be subject to you paying us our anticipated loss on cancellation (including loss of reasonable profit).
6. Definitions
Any rule of interpretation which is contrary to common sense does not apply to this contract (including the “eiusdem generis rule”).
Any part of the contract in italics (like this) is not part of the contract, but is simply a comment.
7. The Parties
Where “you” means more than one person, each one of you is responsible, individually, for each of the obligations of all of you under this agreement.
8. The Agreement
These terms and conditions are the whole of the terms and conditions governing the agreement between us, unless we both agree to any amendments and the amendments are signed by one of our partners.
You confirm that you have told us everything you know or suspect which may make the goods or services significantly more difficult for us to make or carry out.
You confirm that you have checked the specifications set out in the order and that they are correct.
9. Rights of others
If we have agreed that we are to do anything under this agreement at your instructions, and as a result we are in breach of any rights of anyone else (or anyone else threatens us with proceedings for breach of their rights) you agree to indemnify us against any loss we may suffer, including legal costs, in defending or resisting the proceedings or claim. Your obligations under this clause will remain after the rest of the agreement has terminated whatever the reason for termination.
If, as a result of such a claim or threat, we decide that it is no longer commercially sensible to proceed with your order, we may cancel the order in accordance with clause 11 below.
10. Intellectual Property
You acknowledge that the goods and services provided under this agreement involve the use of intellectual property which is either our property or licensed to us (including copyright, trade marks, registered and unregistered designs and patents). Nothing in this agreement is intended as a licence for you to use such intellectual property, save that you may make copies of any instructions for use and safety of any goods for the purposes only of instruction of users of the goods.
Where goods or services have been designed, adapted or amended by us to your order, we shall retain the intellectual property in such designs, adaptations or amendments.
11. Unusual Circumstances
If circumstances arise which are largely beyond our control, and which make it no longer commercially sensible for us to continue your order, we may cancel it on the terms set out below:
If we decide to cancel it
· we shall give you notice, and we shall not be responsible for any loss to you which arises because of that decision (although any other rights which you may have arising before we made that decision will still stand); and
· you will pay us a reasonable sum in relation to the proportion of your order which we have fulfilled.
12. Payment of the Price
You must pay us the Price specified in the order we have accepted, including any VAT which may apply in accordance with the terms contained within our order acknowledgment or if none, within 30 days of the date written on the invoice. If you fail to pay the whole or part of any sum you owe to us (whether because of this agreement or not) by the time it came due for payment, all sums which you owe to us (whether because of this agreement or not) will become due for payment immediately, and we may issue court proceedings against you to recover them without giving you any further notice. You must pay us the whole of the amount due, and may not set off or deduct anything from this amount without our written permission.
13. Interest on outstanding sums
If you are late with any payments, you agree to pay us interest at a rate of 4% above the base rate of the Royal Bank of Scotland plc (from time to time) compounded on the first of each month, on the unpaid amount. This interest applies both before and after judgment.
14. Waiver
If we fail or decide not to rely on any of our rights under this agreement, that does not mean that we may not rely on those rights in the future.
15. Delivery
The Price given in our quotation is, unless written otherwise, for supply of the goods from our premises, and does not include delivery.
If you collect the goods or arrange for a carrier to collect the goods on your behalf you will become responsible for the goods (whether or not you have become the legal owner under Clause 18 below) when they are collected from our premises.
If we have agreed in writing to deliver the goods, you will become responsible for the goods (whether or not you have become the legal owner under clause 18 below) as soon as we have delivered them to you. If we use a third party carrier to deliver them, we shall be liable for damage or shortfall up to the point of delivery to you (but not for any consequential loss) provided that:
· the damage or shortfall is notified to us and to the carrier (in writing) within three days of the delivery AND the goods have been signed for as not examined AND you have handled them in accordance with the carrier’s conditions; OR
· (if the goods have not been delivered at all) you notify us and the carrier (in writing) within three days after the scheduled delivery date.
Unless you inform us otherwise within three days of receipt of the goods, you will be taken to have accepted all the goods received in that consignment.
16. Installation and On Site Repair
The price given in our quotation does not, unless written otherwise, include installation and servicing.
If we agree to install or service or repair any goods at a place where you specify (“the Area”), the following will apply (unless obviously irrelevant):
· You are responsible for ensuring that surfaces to which the goods may be affixed are in a sound condition
· You must provide us with a safe suitable electrical supply at the Area.
· You must give our workers unhindered access to the Area.
· You must make sure that the Area is safe.
· You must provide us with suitable services (e.g. cooling water) at the Area
· You will (or you will arrange that someone will) be available to let us in at the time we have arranged.
If we cannot carry out the installation, servicing or repair, or if it takes longer than usual because you have not done any of the above, we may charge you for any lost time or additional expense we incur as a result.
17. Warranty
This warranty is only between you and us and the benefit of it may not be transferred to any other person. All warranty claims must be made by you directly to us. We agree (at our discretion) to replace, repair or issue a credit note in respect of any of the goods manufactured by us or remedy any services which we supply and which are found to be defective in materials or manufacture, provided that you let us know the full details in writing within 7 days of discovering the defect (if we have supplied another manufacturer’s goods you may be covered by that manufacturer’s warranty).
For items other than consumables, this warranty lasts for twelve months from the date of invoice. This warranty does not cover consumables. Where we make replacements or repairs under this warranty, the warranty which applies to such replacements or repairs extends only to the unexpired balance of warranty at the time of such replacement or repair.
This warranty only applies where you are not in breach of this Agreement.
This warranty only applies where the defect has not arisen because of neglect, abuse or failure to follow instructions, and where the Goods have either been repaired or tampered with by a third party not authorised by us.
If we opt to replace defective goods or services, but an exact replacement is not readily available, we agree to make the replacement with goods or services of similar or better quality. In any case, the replacement or repair may be with quality reconditioned or remanufactured parts.
Unless you are eligible for an on-site warranty visit as described below, you are responsible for ensuring that the goods reach us safely (at your cost). YOU MUST ONLY RETURN GOODS AFTER HAVING CONTACTED US AND RECEIVED AN R.O. NUMBER WHICH MUST BE CLEARLY DISPLAYED ON THE OUTSIDE OF THE PACKAGING.
If we installed the goods or performed the services at a site within the UK and you are the end-user and purchased the goods or services directly from us, we will visit that site to fulfill our obligations under this warranty. IF WE VISIT THE SITE AND WE FIND THAT THE DEFECT IS NOT COVERED BY THIS WARRANTY, OR IS SIMPLY A FAILURE TO FOLLOW INSTRUCTIONS WE MAY CHARGE YOU FOR ANY TIME WASTED. We suggest that you contact us before asking us to make an on-site warranty visit and give us the full details of the problem so that we are not involved in a wasted journey. If a customer has not bought the goods directly from us our warranty does not extend to making on-site visits and the customer should approach the person from whom they obtained the goods.
THIS WARRANTY IS IN ADDITION TO YOUR STATUTORY RIGHTS
18. Retention of Title
You do not become the legal owner of any goods supplied under this agreement, until all of the sums due to us (whether under it or otherwise) have been paid to us. Until that time
· you must keep the goods separately from other goods, clearly marked to show that they belong to us; and
· you may only the sell the goods during the ordinary course of your business and on normal commercial terms; and if you do sell them, you must keep the proceeds of sale in a separate, designated account.
If (as a company) you have a petition presented against you for your winding up (unless for the purposes of a genuine amalgamation or reconstruction) or have a nominee, supervisor, administrator or administrative receiver appointed over any or all of your assets or (as an individual or partnership) you become bankrupt or enter an individual voluntary arrangement or, in either case, you enter into any form of deed or scheme of arrangement (whether statutory or not) or have a receiver or manager appointed over any or all of your assets or anything analogous happens to you in any jurisdiction our liability to make any further delivery or perform any service shall cease and we shall be entitled to enter onto your premises and repossess such goods to which we have title. You shall remain liable to pay to us all sums due under the contract less a reasonable allowance for the goods we have repossessed (this will take into account the fact that they are now secondhand goods of a very specialised nature and that any sale of them will be forced and not at full open market value).
19. Uncollected Goods
If we are holding any goods of yours, either
because we have sold them to you under this agreement and you have paid us for them; or
because we are holding them for repair or to perform any other service on or with them
you agree to come and collect them promptly if we ask you to
otherwise we may have to exercise our statutory right to sell the goods, subject to the statutory requirements on us to give you the relevant notice.
YOU AGREE THAT, WHEN WE HOLD GOODS OF YOURS IN THESE CIRCUMSTANCES, THAT YOU WILL KEEP US INFORMED OF ANY CHANGE OF YOUR ADDRESS
20. Time for Delivery
If we have said we will deliver goods or services by a particular date, we will endeavor to meet that date, but we cannot promise that we will always succeed. If we fail to deliver on time, we will try to deliver as soon as possible afterwards. You agree not to try to cancel the Agreement unless we are unreasonably late. We shall not be liable for late delivery, even if you have told us beforehand that the delivery date is critical.
21. Instructions and Directions: Product Safety
You agree to follow any instructions or directions we may give or supply with the goods regarding the use, safety, maintenance, storage, installation, decommissioning and disposal, and YOU AGREE TO ENSURE THAT ANYONE WHO RECEIVES THE GOODS FROM YOU
(1) IS GIVEN ALL THE INSTRUCTIONS AND DIRECTIONS; and
(2) IS REQUIRED TO FOLLOW THEM.
You agree to ensure that anyone using the goods does so safely, and has adequate training.
You agree not to remove or deface any warning labels or remove any guards or safety interlocks from any goods.
22. Consequential Loss
We shall not be responsible for loss of profits or any other consequential loss arising out of our breach of this contract.
23. General
MISCELLANEOUS AND INTERPRETATION
The headings used in this Agreement are used as a reference and do not form part of the Agreement
This Agreement is governed by English law
References to any gender includes all the others (unless the context makes such an interpretation absurd)
References to the singular include the plural, and vice versa (unless the context makes such an interpretation absurd)
Any notice required to be given under this agreement shall be in writing and sent to the relevant party by first-class prepaid letter post at its registered office or principal place of business or such other address as may have been notified to the other in accordance with this provision.
A notice sent by first-class letter post is deemed to have been received by the person to whom it was addressed on the second business day after the day upon which it was sent.
“Writing” includes letters, telex, fax and email