GENERAL TERMS OF BUSINESS of PC-Control Limited
Information is only provided, orders are only accepted and Buyers may only make purchases subject to the General Terms of Business of PC-Control Limited as detailed below.
‘Supplier’ shall mean PC-Control Limited
‘Buyer’ shall mean the person, company or any other body that purchases or agrees to purchase Goods.
‘Goods’ shall mean all goods and services which the Buyer agrees to buy from the Supplier including replacements for defective Goods, hardware, documentation and software products licensed for use by the Buyer. Use of the Goods in any way by the Buyer constitutes acceptance of these terms and conditions.
Purchasers of the Supplier’s Goods will, on accepting delivery, be deemed to have agreed that any printed conditions on their orders or other documents shall only be binding where they are not at variance with these terms and conditions. Any purchaser who objects to these terms below, must, prior to delivery of Goods, inform the Supplier of the objections in writing whereupon the order shall be deemed cancelled unless any proposed variation is accepted in writing by the Supplier.
3. ORDERS (Credit Customers) Orders made by telephone must be confirmed in writing before delivery. Written orders (including fax) will be acted upon immediately. All orders shall be subject to the General Terms of Business then current. The acceptance of orders shall be subject to the Purchaser’s credit worthiness as determined by the Supplier. From time to time, upon request by the Supplier the Purchaser shall furnish the Supplier with such financial information requested by the Supplier as will enable the Supplier to evaluate the Purchasers financial status.
The Supplier may, in its sole discretion, limit, modify or cancel the credit of the Purchaser both as to time and amount, and the Supplier shall have the right to cancel any orders placed by the Purchaser or refuse or delay shipment if the Purchaser shall fail to meet payment schedules or other creditor financial requirements established by the Supplier from time to time. Such cancellation, refusal, or delay shall not constitute termination or breach of any order, contract or agreement by the Supplier.
4. PAYMENTS: All invoices shall be paid within 30 days of the date of invoice. All accounts still overdue by the 1st of the month following due date of payment are liable to suspension of supplies. Payment becomes immediately due upon commencement of any proceedings or commission of any act in which the Purchaser’s insolvency is involved.
5. PRICES, will unless otherwise specified be those ruling at the date of order acceptance. Quantity rates will apply only to each individual order; orders may not be aggregated to obtain quantity rates. All special rates, quantity rates, price reductions or discounts from the Supplier’s current End User Price, quoted or charged are subject to the Purchaser complying with all the terms and conditions of this Agreement. Any amount unpaid 60 days after the due date shall automatically and with no prior formal notice produce interest for late payment contractually set at 4% over the base rate quoted by the HBSC bank from the day the amount became due.
6. DELIVERY will be made by the method of the Supplier’s choice unless otherwise agreed prior to purchase and will be made only to the Purchaser’s specified “shipping” address as specified by the purchaser as part of their online purchase or, as specified on the order document. An exception to this is when payment is made using Paypal: The only shipping address which will be used is the one provided by Paypal on the transaction e-mail. This is in accordance with Paypal recommendations. Every effort will be made to effect delivery on the dates or to any programme of dates agreed but no guarantee of delivery dates can be given and time is not of the essence of the contract for delivery. Failure in any one delivery shall not invalidate the contract as to the remaining deliveries (if any).
7. EXPORT: Where goods are to be sent outside of the United Kingdom, it is the responsibility of the Purchaser to ensure all duties and custom charges are paid in full to the relevant authorities. Where Products are to be exported from the Purchaser’s territory it is the responsibility of the Purchaser to ensure that all necessary licences are obtained for the Products covered by COCOM or U.S. regulations or any other applicable regulations.
8. TITLE: Until the supplier has been paid in full for the Products comprised in the order or in any other sales contract between the Supplier and the Purchaser or until title to the goods is in terms relinquished to the Purchaser by the Supplier by writing under the personal hand of the proprietor of the Supplier:-
a) The products comprised in the order remain the Supplier’s property and the Supplier reserves the right to dispose of the Products or any of them.
b) The Supplier may repossess (and for this purpose follow or trace) the Products at any time from the Purchaser, if in his possession, if the Supplier considers that the amount outstanding is in excess of the credit limit and overdue for payment. The Supplier, its servants and agents may enter the Purchaser’s premises where the Supplier has reason to believe any of the Products are situated.
c) The Purchaser as bailee undertakes to keep the Products safe and in good order and condition and shall not amend, obliterate or remove the identification marked on the Supplier’s Products.
d) Should the Purchaser have passed the Products or any of them to a third party (or have incorporated them into work of a third party) this will be deemed to have been done as the Supplier’s agent only and sums received by the Purchaser in respect of such Products or such works shall be held in trust for the Supplier until all sums due to the Supplier are discharged.
e) Upon the commission of an act of bankruptcy by an individual Purchaser the immediate right of possession of the Products shall forthwith automatically revert to the Supplier.
f) All costs (including legal fees) occasioned in the recovery of Products shall be paid by the Purchaser.
All PC Control Limited hardware and software products and software media are covered by a full one year warranty. Products repaired or replaced within this warranty period maintain their original warranty. Products repaired or replaced outside the warranty period are warranted for 90 days from invoiced date of return. All product warranties apply only to the first customer purchase from the Supplier or its Dealers/Distributors and where the Products are covered by a warranty the terms of such warranty shall be deemed to be part of these conditions. The Supplier warrants all Products to be free from defects in material and workmanship under normal use provided the Products have been operated in accordance with the instruction manual. Commencement date for all warranties is the date of delivery to the Customer from the Supplier or its Dealer/Distributor or in any case not later than 6 months after the Supplier’s invoice date to the Purchaser. The Supplier makes no warranty, express or implied, with respects to Products, their marketability, quality or fitness for any particular use or purpose. The warranty does not cover Products which have been tampered with or modified in any way, or to damage caused by accident, negligence, alteration or misapplication. In particular but without prejudice to the general provisions of these conditions no responsibility is assumed for incidental or consequential damages by reason of any warranty express or implied. The Supplier’s liability in the event of any repair under warranty due to failure in service is limited to repair or replacement of defective parts at the Suppliers discretion, the Purchaser being responsible for all labour and other costs including carriage unless otherwise stated in an individual warranty. The Supplier’s liability where the Purchaser undertakes warranty work will under no circumstances extend beyond the replacement or repair of such parts which have been returned to the Supplier and accompanied with full information as to delivery and invoice numbering, fault, symptoms and any circuit references. In the event of any warranty claim being made the Purchaser shall promptly inform the Supplier and provide the evidence as required so that the Supplier may supply the Purchaser with the appropriate replacement parts. The Supplier under its warranty undertakes to repair free of charge all faults found (excluding damage in transit) when Products are unpacked by the Purchaser subject to written notice being received by the Supplier 30 days from the date of delivery and the goods being returned in their original carton carriage paid by the Purchaser. The Supplier shall have the right at any time to amend its warranty and upon notice thereof to the Purchaser.
We endeavour to ensure that the information and materials published on this Web Site are correct and up to date. However, (to the maximum extent permitted by law) we make no representations or warranties (express or implied) that the information or materials published on this Web Site are accurate, comprehensive, verified or complete. In particular, we make no representations or warranties (express or implied) concerning the fitness for any particular purpose of any such information or materials. The information on this Web Site does not constitute any form of advice and/or recommendation. The Supplier does not undertake to update or correct the information and/or materials contained on this Web Site but We reserve the right to make improvements and/or changes to (including the removal of) the products and/or programs described in this information and to delete and/or move any such information or materials at any time and without notice.
10. CLAIMS may be made subject to the Purchaser :-
a) Examining the Products on their delivery for any obvious damage or shortage and reporting any damaged or short delivery in writing to both the Supplier and the Carrier within 5 days of the delivery date.
b) Reporting non-delivery by e-mail (and confirmed in writing) to the Supplier within 10 days of the invoice or expected delivery date. If the Purchaser fails to give notice or to report in accordance with these terms or shall deal with the goods in any manner or if there shall be any conduct by the Purchaser inconsistent with rejection of the Products, then the Products of the quality specified in the contract shall be deemed to have been delivered to the Purchaser. No claim or rejection properly made pursuant to these Conditions of Sale in respect of any part delivery of Products shall be a ground for cancellation of the contract or order.
11. REPAIRS: The Supplier guarantees for a period of 3 months (from the date of notification of the completion of the repair) such repairs that are carried out by the Supplier. The guarantee shall not apply to any repairs undertaken by another party. Such guarantee covers only those specific faults reported, identified and repaired and shall not cover any other faults irrespective if they produce the same symptoms. In all cases, except agreed repairs under warranty, written authority to prepare estimates and to proceed with the repair must be provided. In the event of authority to proceed with repairs being withheld, then the Supplier reserves the right to charge the cost of preparing
the estimate. A storage charge will be made for any items remaining uncollected 3 months after notification of availability for collection. The Supplier may at its discretion return any such items and shall be reimbursed in full for any carriage, insurance, storage and other costs incurred. The Supplier shall be entitled to dispose of or sell any items remaining uncollected 12 months after notification of availability for collection.
12. RETURNS. If the Buyer is not entirely happy with the Goods then they may be returned within 14 days from the date of receipt to obtain a full refund, excluding postage and packing. Return postage must be paid by the Buyer. Goods must be in their original condition and contain all original parts. Responsibility for safe return is with the Buyer.
13. RIGHT OF CANCELLATION BY THE SUPPLIER will become operable if the Purchaser should fail to meet his obligations as they fall due for any reason or if any distress or execution shall be levied upon the Purchaser’s property or if the Purchaser shall commit an act of bankruptcy or being a Limited Company any resolution or petition to wind-up it’s business shall be passed or presented (excepting winding-up for the purposes of reconstruction) or if the receiver of such company’s undertaking property or assets shall be appointed then the Supplier reserves the right in such circumstances to cancel the contract or order and to be reimbursed for any fair and reasonable costs occasioned due to such cancellation.
The Buyer assumes full responsibility for ensuring that the Goods stipulated in the contract are sufficient and suitable for the purpose.
15. APPLICATION: The Goods are intended to be part of the buyer’s own design of apparatus and not a finished product in their own right: The Goods supplied by the Supplier are not intended to be a complete and finished apparatus ready to be “switched on”. The Buyer must be prepared to adapt the Goods through connections and programming (where relevant) to suit his particular application. The Buyer undertakes full responsibility for his application of these Goods. The Goods supplied are not to be used in any design where there is a risk, however small, either directly or indirectly, of death or personal injury. Any application of the Goods supplied must not involve any risk of personal injury to anyone coming into contact with the application or its associated or connected apparatus. This includes, but is not limited to, risk of electrical shock and risk of personal injury by any moving parts. The Supplier may offer technical advice to the Buyer in connection with his application, but, although the advice will be given in good faith, no warranty as to the accuracy or safety aspects of the advice is given by the Supplier and it is the responsibility of the Buyer as to how this information is used.
The Goods are not designed, authorised or warranted to be suitable for implantation in the body or for use in life support equipment, other medical equipment or in any application or system for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage or for use in military, air craft or space applications. Use or inclusion of the Supplier’s Goods in any such equipment, system or applications is strictly prohibited and any such use will be at the Buyer’s own risk. The Buyer will indemnify the Supplier and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.
16. TRADEMARKS: The Purchaser shall not be entitled to remove, obliterate, delete from, add to, or otherwise alter trademarks and/or trade names affixed to Goods delivered to the Purchaser without written consent of the Supplier in each instance. The Purchaser shall not acquire any property right, title or interest in any or to any such trademarks or trade names. The Purchaser further agrees not to contest directly or indirectly the property interest of the Supplier, it’s suppliers and/or manufacturers in or to any trade names or trademarks or patents if any, relating to Products. The Purchaser will bring immediately to the Suppliers notice any third party infringement of trademarks of which the Purchaser becomes aware.
17. FORCE MAJEURE: The Supplier shall not be responsible or liable for its failure to perform it’s obligations, if such failure is beyond the control of the Supplier, or beyond the control of the suppliers of the Supplier, whether caused by acts of God, unavailability or shortages of materials or energy necessary to produce and/or deliver Goods by usual modes of transportation, fire, floods, wars, embargo, strikes, labour disputes, explosions, riots, of laws, rules, regulations, restrictions or orders of any governmental authority, or any other cause, other than financial beyond the control of the Supplier or it’s suppliers.
18. RELATIONSHIP is that of Seller and Buyer, and neither the Supplier or the Purchaser nor any of their employees, customers or agents shall be deemed to be the representative, agent or employee of the other for any purpose whatsoever, nor shall any of them have any right or authority to assume or create an obligation of any kind or nature, express or implied on behalf of the other, not to accept service of any legal process addressed to or intended for the other, nor to pledge the other’s credit. The Purchaser warrants and represents that there is no legal impediment preventing acceptance of these terms and that the acceptance of these terms has been duly authorised and that the obligation hereunder does not conflict with or violate any terms or conditions of any other agreement or commitment by the Buyer.
19. AFFILIATED COMPANIES: In the event that the Purchaser requests the Supplier to supply Goods to any other company which for the purposes of Chapter IV of the Income and Corporation Taxes Act 1988 would be deemed to be a member of the same group as the Purchaser (“the Group Member”) and the Supplier accedes to such request and effects such supply accordingly, the Purchaser hereby agrees to be responsible to the Supplier for the price of all such goods as may hereafter be supplied in manner aforesaid by the Supplier to such Group Member and so that this guarantee is to be a continuing guarantee and the liability of the Purchaser under it shall not be any way diminished or affected by the Supplier giving time or any indulgence to such Group Member in connection with such supply, nor by any release or agreement not to sue, composition or arrangement of any description granted or entered into by the Supplier to or with such Group Member and further, the Purchaser shall be liable to the Supplier in respect of any such supply as aforesaid as if the Purchaser were a principal in respect of such supply and not a surety in respect thereof. Such guarantee shall continue until notice of revocation thereof is given by the Purchaser to the Supplier, any such notice shall be in writing and to become effective only upon its actual receipt by the Supplier but so that no such revocation shall in any way diminish or affect the Purchasers liability to the Supplier in respect of any indebtedness of any such Group Member as aforesaid by reason of any supply effected by the Supplier or contracted prior to receipt of such notice.
20. ARBITRATION – GOVERNING LAW:-
a) Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the Rules of the Chartered Institute of Arbitrators, (latest edition). These Rules are deemed to be incorporated by reference into this clause.
b) The Agreement and the rights of the parties hereto shall be governed and construed in accordance with English Law including statute law.
a) The Buyer will be responsible for ensuring the fitness for purpose of the Goods for the Buyer’s application.
b) To the extent permitted by law, the Supplier accepts no liability whatsoever or howsoever arising in respect of loss, damage or expense arising from errors in information or advice provided whether or not due to the Supplier’s negligence or that of its employees, agents or sub-contractors save for any loss or damage arising from death or personal injury.
c) To the extent permitted by law, the Supplier shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any Contract with the Buyer, for any indirect, special or unforeseen loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Supplier, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
d) The entire liability of the Supplier under or in connection with the Contract with the Buyer shall not exceed the price of the Goods except as expressly provided in these terms and conditions.
22. CONSUMER PURCHASES. These terms do not override any rights incurred by purchases made by consumers that are covered by the The Consumer Protection (Distance Selling) Regulations 2000
23. INTELLECTUAL PROPERTY
The buyer agrees to preserve the Intellectual Property Rights of the Supplier at all times, and that no contract for supply of goods involves loss of Intellectual Property Rights by the Supplier.
a) Severability. In the event this document is found to be invalid, illegal or otherwise unenforceable, the validity and enforceability of the remaining provisions shall not be affected in any way or impaired as a result. The clause shall, in as much as possible, be replaced or interpreted according to the intent expressed by the parties.
b) Clause Headings. Clause headings are included for ease of reference and do not form part of or affect the interpretation of the Agreement.
c) On orders for multiples of the same board a maximum of 3 copies of the installation CD will be supplied with the order. A request for additional installation CD's, up to the number of boards ordered, may be made by telephone or e-mail at the time of placing the order.
d) These terms and conditions may be updated from time to time and the Buyer agrees to read the current terms and conditions before each new purchase. The Buyer must not make a purchase unless he accepts the terms and conditions prevailing at the time he wishes to make a purchase.
These terms and conditions supersede all previous issues