1. 

DEFINITIONS
Wherever the following words or phrases appear in these terms and conditions they shall have the meanings ascribed to them below:

1.1

“Agreement” shall mean these General Terms and Conditions, as amended from time to time, and posted on the Supplier’s website, and which terms and conditions will apply to all purchases made by the Customer from the Supplier;

1.2

“Credit Period” shall mean the period approved by the Supplier inwriting, within which the Customer is required to settle an invoice rendered for Goods supplied by the Supplier from time to time;

1.3

“Cloud Charges” means the amounts payable for the Cloud Services (excluding all other services), asset out in the relevant order accepted by the Supplier;

1.4

“Cloud Services” means any cloud computing services provided by the Supplier under an order including without limit infrastructure as a service, platform as a service and software as a service

1.5

“Customer” shall mean the person or entity who has completed and signed a Customer Account Application with the Supplier;

1.6

“Data Privacy Legislation” means the Data Protection Act 2018 together with all applicable legislation relating to privacy or data protection (and the terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, and “Processor” (and their derivatives) shall have the meanings given to them in the Data Privacy Legislation;

1.7

“Goods” shall mean any equipment and/or stock and/or goods and/or hardware and/or consumables and/or software and/or software licences purchased by the Customer from the Supplier from time to time;

1.8

“Parties” shall mean the Supplier and the Customer and “Party” shall mean either one of them as the context may require;

1.9

“Principal Supplier(s)” shall mean the supplier(s) or manufacturer(s) from whom the Supplier purchases Goodsfrom time to time in terms of the Supplier’s Agreement with the Principal Supplier;

2.

ORDERS AND QUOTATIONS

2.1

As and when the Customer requires Goods from the Supplier, the Customer shall provide the Supplier with a request to provide the Customer with a quotation for such Goods required (“quotation request”).

2.2

Within a reasonable time of the date of receipt of a quotation request from the Customer, the Supplier shall provide to the Customer a quotation which quotation shall be valid for the period stated therein (if no period is stated it shall be deemed to be valid for a period of24 hours), but shall be revocable by the Supplier any time prior to acceptance thereof by the Customer.

2.3

If a Customer accepts the Supplier’s quotation, the Customer shall render a purchase order for the Goods, which shall constitute a binding agreement and these terms and conditions, the Specific Terms, as well as any additional conditions contained in the quotation shall apply to such agreement

3.

PRICE AND PAYMENT
In respect of all orders, unless the contrary is stated, the following price and payment terms will apply:

3.1

Prices contained on the quotation are exclusive of Value Added Tax (VAT), which shall be payable by the Customer.

3.1.1

In addition to any quotation or invoice rendered by the Supplier to the Customer, the Customer shall further be obliged to pay to the Supplier: (i) the amount of any tax, duty or other charge that may be imposed by any lawful authority, which comes into force in respect of an order after a quotation and/or an invoice was rendered; (ii)the amount of any increases in the prices charged by the Principal Supplier, rates of exchange, freight charges, insurance, rail age, costs of labour and materials or any other charges after date of quotation; (iii) any other additional costs in respect of an order of any nature whatsoever incurred as are sult of any delay caused by the Customer, including storage fees if applicable; (iv) any expense incurred by the Supplier at the instance of the Customer in modifying, altering or making additions to the design, quantities or specifications for standard Goods, and any expensesarising as a result of delays due to instructions given, or a failure to give instructions by the Customer.

3.2

Payment by the Customer to the Supplier shall be made:

3.2.1

prior to the expiry of the Customer’s approved Credit Period, or if there is no Credit Period has been approved, cash on or before delivery.

3.2.2

by electronic fund transfer together with VAT, and free of exchange and without any deduction or set off;

3.2.3

into the nominated bank account of the Supplier or into such other bank account as the Supplier may direct from time to time in writing;

3.2.3.1

Any changes to the Supplier’s bank account details are only valid if provided by a financial manager of the Supplier, on a Supplier letterhead, and sent from a Supplier email address. Customer bears any risk should it act on changes to the Suppliers bank account details that are not in accordance with the aforegoing.

4.

DELIVERY

4.1

The Supplier shall use its best endeavours to make delivery as near as possible as to the time frames indicated on the quotation.

4.2

The Supplier shall keep the Customer informed of any delays in delivery, and late delivery does not entitle the Customer to resile from the Agreement, to withhold or defer any payment, to a reduction in price, nor to any other remedy against the Supplier on account of delays in effecting delivery.

4.3

Should the Customer instruct the Supplier to engage a third party on the Customer’s behalf to attend to the delivery of the Goods:

4.3.1

The Customer indemnifies the Supplier against any claims that may arise against the Supplier from such an instruction by the Customer;

4.3.2

The Customer shall reimburse the Supplier for any costs incurred in arranging such delivery, including but not limited to, the costs of necessary disbursements and insurance.

4.3.3

The Goods shall be deemed to have been delivered to the Customer upon collection of the Goods from the Supplier by the third party, or upon delivery by the Supplier to the third party.

5.

RISK OF DAMAGED, DESTROYED AND/OR MISSING GOODS

5.1

The risk of damage to, or destruction of, any relevant Goods passes to the Customer on delivery thereof by the Supplier to the Customer, at the delivery destination.

5.2

The Customer shall be obliged to inspect all Goods upon delivery thereof and shall endorse the delivery note as to any missing or damaged Goods, failing which no claims for missing or damaged Goods shall be valid. Any signature on the delivery note by the Customer or the person taking delivery on behalf of the Customer shall be deemed to confirm complete delivery.

5.3

The Customer shall be obliged to furnish information necessary to enable delivery of the relevant Goods to be effected and if the Customer fails or refuses to do so, or if it fails or refuses to take delivery, the Goods shall be deemed to have been delivered to the Customer upon notification.

5.4

Ownership of the Goods purchased shall only pass from the Supplier to the Customer upon payment in full to the Supplier.

6.

SERVICES

6.1

Services are provided by the Supplier subject to the terms of the Supplier’s master services agreement available at [insert link], together with any applicable scope of work or similar document concluded between the Supplier and the Customer.

7.

WARRANTIES AND GUARANTEES

7.1

Insofar as the manufacturer/ software vendor gives any warranty and/or guarantee in respect of the Goods, the Supplier shall as far as possible pass such warranty/guarantee onto the Customer and provide reasonable assistance to the Customer to perfect such warranty and/or guarantee. The Supplier does not provide any warranty and/or guarantee to the Customer in respect to the Goods on any kind whatsoever, and any applicable warranties will flow directly from the applicable manufacture/software vendor.

7.2

All specifications, descriptive matter, drawings and other documents furnished by the Supplier to the Customer, are approximate only and the Supplier cannot be held responsible for loss due to discrepancies therein.

8.

HANDLING FEE

8.1

If the Customer requests to return Goods to the Supplier for any reason whatsoever other than in terms of any manufacturer’s warranty or guarantee, the Supplier reserves the right to recover any handling fee imposed on the Supplier by the Principal Supplier as a result of such return. The Supplier is not obliged to accept the return of any Goods and shall, at its discretion, render assistance in this regard as an additional separate and discretionary service for the Customer.

9.

WARRANTY RETURNS

9.1

To the extent that the Goods supplied by the Supplier are in any way defective, the Customer shall be entitled, within the warranty period, and subject to the terms of the warranty, applicable to such Goods and at the sole discretion of the Supplier, to either a repair or replacement of such defective Goods or the granting of  credit. This clause 8.1 shall at all times be subject to the following:

9.1.1

The Customer notifying the Supplier within 7(seven) days of such defect arising, which notice must be in writing, and mustclearly specify the alleged defect, and be supported by the original tax invoice;

9.1.2

The Goods must be returned by the Customer to the Supplier, at the Customers expense, packaged in their original or suitable packing material, together with all manuals, accessories, and other parts provided with the Goods;

9.1.3

The Goods being returned must still be covered by a valid manufacturer warranty and/or guarantee at the time of return, as confirmed by the Supplier.

9.1.4

The Supplier shall be relieved of all obligations in terms of clause 8.1 should: (i) repairs be made to the Goods by any unauthorised third party; (ii) any modifications have been made to the Goods;(iii) the Goods have been used or operated with any accessory, equipment, or part not specifically supplied and/or approved by the manufacturer and/or the Supplier in writing; (iv) the Goods have not been operated or maintained in accordance with the manufacturers and/or the Suppliers instructions; or under normal use; or have been incorrectly installed; (v) the Goods have been used contrary to the terms of the applicable manufacturer warranty and/or guarantee

9.1.5

All Goods supplied which are software are only supplied “as is". The sole obligation of the Supplier in connection with the supply of Goods which are software is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that such software should fail to conform to the specification provided always that the Customer notifies the Supplier of any such non-conformity within 90 days of the date of delivery of the applicable software Goods.

10.

SOFTWARE AND CLOUD SERVICES

10.1

All software (including Cloud Services) are subject to the terms and conditions prescribed by the applicable manufacturer, including but not limited to automatic renewal terms, price changes, and acceptable use policies;

10.2

The Supplier may suspend all or any part of the Cloud Services immediately:

10.3

Where the Supplier suspends the Cloud Services in accordance with clause 10.2, save where the Supplier is entitled to and subsequently elects to terminate the such Cloud Services, the Supplier shall use its reasonable endeavours to reinstate the Cloud Services as soon as is reasonably practical upon the Supplier becoming satisfied (acting reasonably)that the grounds for suspension are no longer applicable and subject to the Customer having paid to the Supplier a reinstatement fee in respect of the restoration of such Cloud Service(s) in the sum of £250 (or such other amount as may be notified to the Buyer from time to time) which shall be payable on demand.

10.4

If the Supplier exercises its right of suspension under this clause this will not exclude its right to terminate the Cloud Services later in respect of that or any other event, nor will it prevent the Supplier claiming damages from the Customer in respect of any breach. The Customer shall have no claim, and the Supplier shall have no liability, for any loss or damages arising as a result of the Supplier’s suspension of the Cloud Services.

11.

INTEREST

11.1

The Customer shall pay interest on all amounts owing by the Customer to the Supplier which have not been paid on the due date thereof, at 3% (three percent) above the current Base Rate of Barclays Bank Plc, calculated from the day payment became due up to and including the final date of payment.  

12.

LIMITATION OF LIABILITY

12.1

To the extent permitted by applicable law, regardless of the form(whether in contract, delict or otherwise) in which any legal action may be brought, the Supplier’s maximum liability for direct damages for anything giving rise to any legal action shall be an amount equal to the total paid or payable by the Customer to the Supplier in respect of the applicable Goods to which the claim relates.  

12.2

To the extent permitted by applicable law, in no event shall either Party be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the supply of the Goods.

13.

CESSION, ASSIGNMENT, AND SUBCONTRACTING

13.1

The Customer shall not be entitled to cede or assign any rights and/or obligations which it may have in terms of this Agreement to any third party without the prior, written consent of the Supplier.

13.2

It is expressly recorded that the Supplier shall be entitled to cede and assignall rights and obligations under this Agreement on notice to the Customer.

13.3

The Supplier may sub-contract or delegate its obligations under this Agreement to any third-party contractor without notice to, or the consent of, the Customer. The Supplier shall remain liable for performance of such third-party contractors.

14.

BREACH

14.1

In the event that any party (“the defaulting party”) commits a breach of any of the provisions of this Agreement then any party not in breach (“the aggrieved party”) shall be entitled to give the defaulting party written notice to remedy the breach.

14.2

If the defaulting party fails to comply with that notice within 15(fifteen) days of receipt thereof, subject to any other provisions of this Agreement to the contrary, the aggrieved party shall be entitled to cancel this Agreement or to claim specific performance, in either event without prejudice to the aggrieved party’s right to claim damages and without prejudice to such other rights as the aggrieved party may have at law

14.3

Without limiting the generality of the aforegoing, should the Customer:(i) fail to pay any amount payable by it on due date; (ii) commit any act of insolvency or endeavour to compromise generally with its’ creditors; (iii) door cause to be done anything which may prejudice the Supplier’s rights hereunder or at all; (iv) allow any judgment against it to remain unsatisfied for 7 (seven) days; (v) be placed into provisional or final liquidation, judicial management, sequestration or voluntarily surrender his/her estate;

14.3.1

then Supplier shall have the right to, without prejudice to any other right which it may have against the Customer, to elect to:

14.3.1.1

treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the Agreement and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of its obligations hereunder as well as under any other contract with the Customer until the Customer has remedied the breach; and/o

14.3.1.2

cancel this Agreement and retake possession of any of the Goods sold.

15.

GENERAL

15.1

Whenever a term is followed by the word “including” or “include” or “excluding” or “exclude” and specific examples, the examples shall not limit the ambit of the term.

15.2

The rule of construction that an Agreement shall be interpreted against the Party responsible for its drafting or preparation shall not apply

15.3

No agreement to alter, vary or cancel this Agreement and no addition or amendment to or deletion from this Agreement shall be of any force and effect unless reduced to writing and signed by all the parties.

15.4

No indulgence, extension of time, relaxation or latitude which any party(“the grantor”) may show grant or allow to the other (“the grantee”) shall constitute a waiver by the grantor of any of the grantor’s rights and the grantor shall not thereby be prejudiced or estopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future.

15.5

In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.

15.6

This Agreement constitutes the whole Agreement between the parties and supersedes all prior verbal or written Agreements or understandings or representations by or between the parties regarding the subject matter of this Agreement.

15.7

Unless the context indicates otherwise the rights and obligations of any party arising from this Agreement shall devolve upon and bind its successors-in-title.

15.8

The parties shall try, in good faith, to solve amicably, and by mutual agreement, any dispute which may arise between them with respect to the Agreement in any way they deem appropriate.

15.9

The laws of England and Wales shall apply to the interpretation of this Agreement and the parties accordingly agree that any dispute between the parties shall be resolved in England.

15.10

The Customer shall be liable for all reasonable legal costs incurred by the Supplier in the recovery of any amounts.

15.11

Customer agrees to comply with its obligations under the WEEE directive (EC Directive 2002/96/EC of the European Parliament and of the Council of 27 January 2003) as implemented in the UK.

15.12

In the event that either party is unable to perform its obligations (excluding a payment obligation) by reason of force majeure, neither party shall have any claim against the other as a consequence of such failure. For the purpose of this Agreement “force majeure” shall be deemed to beany cause affecting the performance of this Agreement arising from or attributable to acts, omissions or accidents beyond the reasonable control of the party to perform.

15.13

Documents scanned and transmitted electronically as well as documents signed by electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The Customer hereby waives any right which it may have to dispute the validity or enforceability of any document by virtue of its failure to initial each page of this Agreement.

16.

CONSENT AND CREDIT ACCOUNT FACILITIES AND WITHDRAWAL

16.1

The Customer hereby authorizes the Supplier to do the necessary credit checks and searches and to reveal any information contained herein to any Credit Bureau for the purpose of establishing the Customer’s Credit Record.

16.2

The decision to grant the Customer any credit facilities and the extent thereof shall at all times be at the sole discretion of the Supplier. Notwithstanding any credit limit approved, the Customer will remain liable for all purchases made irrespective of whether it has exceeded the credit limit approved by the Supplier.

16.3

The Supplier may, at any time and in its discretion, terminate this Agreement and/or the Customer’s credit facilities on written notice to the Customer in which case all amounts outstanding shall immediately become due and payable by the Customer.

17.

PERSONAL INFORMATION

17.1

Both parties will comply with all applicable requirements of the Data Privacy Legislation. This Clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Privacy Legislation.

17.2

Without prejudice to the generality of Clause 17.1, the Customer warrants that it has obtained Personal Data supplied to the Supplier in a compliant manner and has all necessary authorisation, approvals, contracts, consents and notices in place to enable lawful use, processing and transfer of the Personal Data to and by the Supplier, its agents and suppliers as required by this Agreement. In addition,all notices, information and communication (including the Supplier’s Privacy Policy) required for the Supplier´s use and processing of Personal Data as described in the Contract (including the transfer of Personal Data to third parties) where it acts as a Controller, shall be provided to the relevant Data Subject, as directed by the Supplier from time to time.

17.3

Where the Supplier acts as a Processor for the Customer in the processing of End User Personal Data, and for the duration of the Contract, the following clauses shall apply:

17.3.1

the Supplier will process Personal Data relating to the Customer (and related parties) on the written instructions of the Customer, in accordance with these Conditions, for the performance of its obligations and for any other agreed purposes, unless required otherwise by the laws of the United Kingdom or any member of the European Union, if applicable;

17.3.2

the Supplier will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the un authorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services);

17.3.3

the Supplier will ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

17.3.4

the Supplier will not transfer any Personal Data outside of the UK(other than to European Economic Area) unless the following conditions are fulfilled:

17.3.4.1

the Supplier or the Customer has provided appropriate safeguards in relation to the transfer;

17.3.4.2

the Data Subject has enforceable rights and effective legal remedies;

17.3.4.3

the Supplier complies with its obligations under the Data Privacy Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

17.3.4.4

the Supplier complies with reasonable instructions notified to it inadvance by the Customer with respect to the processing of the Personal Data;