1.1 In these conditions CBS Office Solutions Ltd shall be referred to as ‘the Company’. ‘The customer’ means any company, firm or individual or any agent thereof to whom the Company’s (Acknowledgement of order / Quotation / Statement / Job Ticket / Demonstration – Delivery Note / Sale Agreement/Estimate/Invoice) is addressed. ‘The Goods’ means the business machines and business network systems, the office furniture and materials, products, equipment services and other items to be supplied by the Company to the Customer.
1.2 The Customer acknowledges that the Company only concludes contracts for the sale of goods on the basis that such contracts incorporate these conditions (unless otherwise agreed in writing by a Director of the company acting for an on its behalf) and agrees that these conditions shall be incorporated in any such contract made between the Company and the Customer.
1.3 These general terms and conditions may be subject to such further special conditions as may be described in writing by the company. In the event of any conflict, or apparent conflict, between the special conditions and these general terms and conditions, the special conditions shall prevail.
2. QUOTATIONS AND PRICES
2.1 A Quotation given by the Company is merely an invitation to commit subject to these conditions and no contract will result until the customer has accepted the quotation and has placed an order pursuant thereto and the order has been accepted by the Company.
2.2 Quotations remain valid for 28 days from the date thereof.
2.3 Subject to condition 2.2 the Company reserves the right to adjust the price quoted or agreed by such amount as may be necessary to cover any increase affecting the Company after the date of quotation attributable to market conditions prevailing at the date of delivery to the customer. The Customer shall be given seven days prior written notice to such increase by the company on expiry of which such increased price shall apply in addition to or in lieu of (as the case may be) the quotation price and shall be deemed to have been accepted unless the customer notifies the Company to the contrary within 2 working days of the date of the notification of increase.
2.4 Unless otherwise stated prices include the cost of delivery but do not include VAT which shall be charged upon the supply of the goods.
3. CANCELLATION AND VARIATION
3.1 Once an order has been accepted by the Company in accordance with condition 2.1 above the customer shall in no circumstances be entitled to cancel the contract. Should the customer seek to cancel the contract for any reason whatsoever, the Customer shall be liable to the Company for any loss or damage arising whether directly or indirectly from the Customer’s act or omission.
3.2 If the customer gives notice in writing that it wishes to amend or modify an order for the goods the Company shall be entitled to reimbursement by the Customer forthwith upon demand for any charges or expenses which it incurs in connection therewith.
4. SPECIFICATIONS, VARIATIONS, REPRESENTATIONS ETC.
4.1 All drawings descriptive weights and dimensions submitted to the Customer and the descriptions and illustrations contained in sales literature and price lists are approximate only and shall not apart of the contract between the Company and the Customer.
4.2 No employee of the Company other than a Director is authorised to make any statement warranty or representation concerning the goods and the customer shall not be entitled to rely or seek to rely upon any statement warranty or representation made by a sales representative or other employee of the company other than a Director and in particular any statements made by the company’s sales representative or other employees concerning the fitness for purpose of any goods are by way of general guidance only an the customer shall not be entitled to rely upon such statements nor shall the Company be responsible for any loss or damage incurred or suffered by the customer as a result of relying upon such statements unless they are expressly incorporated in writing in any contract for the supply of goods having been authorised by a Director of the Company.
5. DELIVERY AND COLLECTION
5.1 Unless previous arrangement have been made for collection of the goods by or on behalf of the Customer the Company will arrange for transportation and delivery of the goods at the Company’s risk or at the carrier’s risk to the Customer’s normal place of business which unless otherwise stated shall be free of charge. Where delivery is to a place other than the Customer’s normal business address then the Company will normally charge for delivery. Upon receipt of notice of collection the Company will make the goods available for collection by the Customer and his carrier as specified in such notice. Risk or loss or damage of any kind to the goods shall pass ex-works to the Customer upon delivery to or to a carrier on behalf of the customer.
5.2 The Company will use reasonable commercial endeavours to supply the goods by any time or date agreed with the customer but time of delivery or collection as the case may shall not be of the essence of any contract for the supply of goods. Any date specified in a quotation for delivery or collection is approximate only and in the event of the Company’s failure to supply and deliver or make available for collection the goods on or before such date for any reason the Company shall not be liable for any loss or damage suffered by the customer as a result nor shall this constitute a breach or repudiation of the contract.
5.3 The company shall at its sole discretion be entitled to supply the goods by instalment. Each instalment shall be deemed to be the subject of a separate contract and shall be subject to the provisions of conditions 5.2 hereof and in particular delay in supply of an instalment shall not affect the balance of the contract in question nor entitle the customer to terminate the same.
5.4 In relation to goods other than business machines and business network systems the customer shall examine the goods forthwith following delivery or collection of the goods as the case may be and within 48 hours thereof the customer shall notify the company in writing of any defects in the goods together with details of the defects and shall notify the Company of any short or over delivery. The customer shall permit all such defective goods to be inspected by the company. In the absence of the receipt of such notice by the company it shall be discharged from all responsibility and liability in respect of all defects which have occurred during transportation.
5.5 In relation to business machines and business network systems the company shall test the goods at its premises before supply to the customer. In addition the company shall test the goods at the customer’s premises after installation. Unless otherwise agreed in writing the testing of the goods shall be at no charge to the customer.
5.6 The Company shall at its sole discretion be entitled to charge the customer for installation of goods at the customer’s premises. Payment for such installation shall be governed by condition 6.1 to 6.7 inclusive.
5.7 The customer shall prepare the area of installation for the goods and provide access to the location and to any services or facilities that may be required to install the goods. Where the same has not been prepared or provided or the company is prevented from carrying out installation at the pre-arranged date and time through no fault of the company, the company shall be entitled to charge for same.
6.1 The customer shall pay the price of the goods in sterling or in other currency from time to time specified by the company. Payment is to be made within 30 days of the tax date of the company’s invoice in respect thereof. No receipt will be issued for cheque payments.
6.2 New customers may be required to make payment with order and the company reserves the right to ask for a deposit with orders generally.
6.3 All payments made by the customer pursuant to conditions 6.1 and 6.2 above shall be made without any deduction or deferment in respect of any government or public authority.
6.4 The late payment of commercial debts (interest) act 1998 applies to this invoice.
6.5 Time for payment shall be of the essence and in the event of delay or default in any payment by the customer for more than 7 days following the expiry of the periods referred to in condition 6.1 the company shall be entitled to suspend supply and despatch of the goods without further notification and/or treat the contract for the supply of goods as repudiated and/or re-sell any of the goods in its possession and the customer shall indemnify the company for any loss of damage which the company suffers as a result without prejudice to the company’s rights under condition 6.3 above.
6.6 If the company is not satisfied for whatever reason that the customer is sufficiently creditworthy the company at its sole discretion shall be entitled to suspend supply and despatch of the goods and/or treat the contract for the supply of the goods as repudiated and/or re-sell any of the goods in its possession and/or refuse to supply the goods to the customer other than on the basis that the price in respect thereof is paid by the customer at the time that the order is placed. In this circumstance the customer shall remain responsible for the other sums s=due to the company payment to these conditions.
6.7 For the purpose of conditions 6.5 and 6.6 hereof and section 31 of the sale of goods act 1979 the failure by the customer to make payment for one or more instalment shall entitle the company to treat the whole contract where applicable as repudiated by the customer and any amount outstanding becomes due.
7 RETENTION OF TITLE
7.1 The company shall retain absolute ownership of the property in the goods which shall not pass to the customer and the customer shall keep and retain the goods as bailee for and on behalf of the company and shall deliver up the goods to the company’s request until the company has received full payment of the price of the goods and full payment of any other sums whatsoever which are outstanding from the customer to the company whether or not due and owing and until such time the customer: -
a) Shall insure the goods against the usual risks with an insurance office or repute.
b) Shall store separately the goods or in some other way ensure that the goods are readily identifiable as the property of the company.
c) Irrevocable authorise the representatives of the company at any time in circumstances where the provisions of conditions 9 may apply to enter upon the customer’s premises where the goods are or are thought by the company to be stored for the purpose of repossessing the goods.
d) Shall keep and retain the goods free from any charge lieu or other encumbrance.
8.1 Where the company is responsible for transportation of the goods pursuant to conditions 5.2 the company shall at its sole discretion repair or replace goods lost or damaged in transit as its own cost and expense subject to the provisions of condition 5.4
8.2 Save as specified in this condition 8 the company only warrants that the goods will be free from defects in material and workmanship for a period of 3 months labour, 12 months parts, 12 months from the date of despatch of the goods from the company’s premises. The company shall as its sole discretion repair or replace the defective goods in question as its own cost and expense (including the cost of re-delivery of any replacement goods or parts thereof) save however that this warranty shall not apply
a) If attempts have been made to repair or dismantle or in any manner tamper with the goods.
b) If the goods have been used in a manner contrary to the company’s instructions or otherwise have been used in detrimental conditions or have been subject to load factors or used in a manner likely to cause excessive wear and tear or otherwise have been improperly used.
8.3 Such repair or replacement is the absolute limit of the company’s liability arising under or in connection with the supply of the goods to the customer and the company will not be liable to the customer for any loss damage costs legal costs professional and other expenses of any nature whatsoever incurred or suffered by the customer or by a third party whether direct or consequential (including without prejudice to the morality of the foregoing any economic loss or other loss of turnover profits business or goodwill arising out of any dispute or contractual tortions or other claims or proceedings made or bought against the customer in respect of the supply of the goods to the customer of the use of any other dealing with the goods by the customer or a third party including in particular but without prejudice to the generality of the foregoing product liability claims and claims by a third party alleging infringement to its intellectual property rights) except claims relating to personal injury caused by the negligence of the company be responsible in any way whatsoever for dealing with any such disputes or contractual tortions or other claims or proceedings. The customer shall pay discharge and indemnify the company and its officers servants and agents at all times against all and any loss damage costs legal costs professional and other expenses whatsoever incurred or suffered by them arising out of any such disputes or contractual tortions or other claims proceedings.
8.4 Any condition or warranty other than those relating to the title of the goods which might otherwise be implied or incorporated within these conditions by reason of statute or common law or otherwise is hereby expressly excluded.
8.5 The company shall so far as appropriate use its best endeavours to assign the benefit of any warranty which the company may have from manufacturers of the goods or from suppliers of components and parts for the goods.
8.6 The Provisions of this condition 8 shall survive the expiry of termination of any contract made between the parties.
9.1 If the customer is unable to pay its debts or enters into liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from each reconstruction or amalgamation is a different legal entity shall agree to be bound by and assume the obligations of the customer under the contract) whether compulsory or voluntarily or compounds with or convenes a meeting of its creditors or has a receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of a debt, or cease for any reason to carry on business the company may terminate any contract for the supply of goods to the customer forthwith by notice in writing to the customer.
9.2 Termination of a particular contract for the supply of goods shall not effect the accrued rights of the parties arising in any way out of such contract as at the date of termination.
10 SUPERVENING LAWS AND FORCE MAJEURE
10.1The rights and obligations of the parties hereto under these conditions shall be subject to all applicable laws orders regulations directions restrictions and limitations of governments or other bodies having jurisdiction over the parties hereto.
10.2 If there is any total or partial failure or performance of any contract for the supply of goods by the company occasioned by any cause whatsoever beyond its control including but without prejudice to the generality of the foregoing any act of god, fire, tempest, act of state, war, civil commotion, Insurrection, embargo, riot, plant breakdown, hindrance in or prevention from obtaining raw materials or other supplies, interference by labour disputes, strikes, lockouts of employees, inability to obtain adequate labour, manufacturing facilities or energy then once the cause has been notified by the company to the customer such failure shall not be deemed to be a breach of such contract which shall continue in suspense or part performance for the period of more than 3 months and substantially affects the operation of the contract for the supply of goods in question then the customer shall be a liberty to terminate such contract upon giving 1 months notice in writing to the company without liability.
11 LANGUAGE, LAW AND JURISDICTION
11.1 These conditions and the construction validity and performance hereof shall be governed by English law.
11.2 All disputes between the parties relating to any matter arising out of the performance of their obligations under these conditions or the construction thereof shall be subject to the jurisdiction of the English courts to which the parties hereto agree to submit.
12.1 The benefit of a contract for the supply of goods shall not be assigned by the customer without the prior written consent of the company. The company shall have the right to sub-contract all or any of its duties and obligations.
12.2 These conditions constitute the entire understanding of the parties and there are no representations promises warranties conditions duties or other obligations whether oral or written express or implied other than those contained or referred to hereto and no amendment to these conditions shall be valid unless in writing signed by both parties.
12.3 Any notice sent under these conditions shall be sent by commercially accepted postal methods to the customer. Any such notice shall be deemed to have been received 48 hours after posting. All such notices shall be in the English language.