CONDITIONS OF SALE
1.1 “The Company” means OCM BUSINESS SYSTEMS LIMITED
1.2 “The Buyer” means the person, firm or company to whom goods are supplied subject to these conditions
1.3 “The Goods” means the computer hardware and other items of computer equipment supplied by the Company to the Buyer subject to these Conditions
1.4 “The Contract” means any agreement for the purchase of Goods by the Buyer
1.5 “The Price List” means the trade price list from time to time issued by the company.
2. EXISTENCE OF CONTRACT
2.1 Any written quotation issued by the company shall constitute an invitation to treat and shall remain valid for a period of 7 days unless otherwise stated in writing.
No binding contract shall be created by the placing of an order by the buyer, unless and until the Company has despatched the Goods to the Buyer. These conditions shall apply to all contracts for the sale of Goods by the Company 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 or similar document. All orders for goods shall be deemed to be an
offer by the Buyer to purchase goods pursuant to these conditions. Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyers acceptance of these conditions.
2.2 No particulars contained in any advertising matter, catalogues or other publications supplied by the company nor any verbal representation by any employee or agent of the company shall form part of the Contract nor shall they be treated as constituting a representative on the part of the Company.
3. AMENDMENTS AND CANCELLATION
3.1 No amendments to these Conditions shall be binding on the Company unless accepted in writing by a director of the Company.
3.2 The Contract may not be cancelled varied by the Buyer except with prior written consent of a director of the Company. Without prejudice to any other rights or remedies of the Company, where the Company has consented to cancellation or variation the Buyer shall fully indemnify the Company against all costs expenses losses or damage whether direct or indirect that the Company may suffer or incur resulting from such variation or cancellation.
Prices quoted in the Price List are exclusive of VAT or other sales tax. Prices are subject to variation by the Company without notice should the Company’s costs increase for any reason whatsoever or should any delay occur other than through the act or default of the Company and Goods will be invoiced at prices ruling at the date of despatch from the company’s premises.
5. SETTLEMENT TERMS
5.1 Unless otherwise agreed in writing the price of the goods shall be paid nett in cash not later than 30 days from the date of the sales invoice. The Company reserves the right to close the account or withhold further supplies of the goods to any buyer who fails to pay within the aforementioned period, without prejudice to any existing rights the company may have in respect of any such unpaid invoice.
5.2 Interest on unpaid invoices will run from day to day at the rate of 3% above (..) Bank PLC Base Rate from time to time in force from the date when payment for the goods became due to the date of actual payment and such interest will accrue after as well as before any judgement. The Buyer will reimburse to the company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6. TERMS OF DESPATCH AND DELIVERY
6.1 Unless otherwise agreed in writing Goods will be supplied and delivery shall take place at the Buyers premises or delivery site as indicated in the Buyers order.
6.2 Whilst the Company will use its reasonable endeavours to deliver Goods in accordance with the Buyers requirements times or dates quoted by the Company for delivery are intended as estimates only and time is not the essence of the Contract.
6.3 The Company shall not be liable in any way for any direct or indirect loss, damage or expense (including but not Limited to loss of profits and liability to third parties) suffered of incurred by the buyer as a consequence of any delay in delivery.
6.4 The Company reserves the right to deliver the Goods by instalments in any sequence and tender to a separate invoice in respect of each instalment. Where the Goods are delivered by instalments, the contract shall become severable and each instalment shall be deemed to be the subject of a separate contract. No default or failure by the Company in respect of any one or more instalments shall entitle the Buyer to treat the Contract as repudiated or to damages.
7. FORCE MAJEURE
The Company shall not be liable for failure to deliver the Goods for any reason whatsoever outside its reasonable control including, without limitation to the generality of the foregoing, industrial action, war, storm, fire, explosion, flood, governmental action or regulation, act of God, riots, strikes, lock-outs or non availability of stocks. Any such failure shall not affect the obligation of the Buyer to pay for Goods already delivered.
8. PROPERTY AND RISK
8.1 Risk of loss of or damage to the goods shall pass to the Buyer on delivery.
8.2 Property and ownership in the Goods shall, notwithstanding delivery of the Goods to the Buyer, not pass from the Company until
(a) The Buyer shall have paid in full therefore in accordance with Condition 5 and
(b) No other sums are then outstanding from the Buyer to the Company on any account whatever whether or not such sums have become due for payment.
8.3 The Buyer shall, while property in the Goods remains with the Company pursuant to this Condition 8, hold the Goods on a fiduciary basis only and as bailee only for the Company. The Buyer shall store the Goods without charge to the Company separately from its own Goods or those of any other person in good and marked in such a way that they are clearly identifiable as the property of the Company and shall insure Goods to their full value against “All Risks” to
the reasonable satisfaction of the Company.
8.4 In the event that the Company is entitled to exercise any of its rights under Condition 11, the Buyer shall immediately place any of the Goods the property and ownership in which remains vested in the Company in its possession or under its control at the disposal of the Company and the Company shall (without prejudice to any of its other rights and remedies) have the right to re-possess and resell such Goods and may by itself, its servants or agents enter upon any land or building or other place upon which such Goods are reasonably thought to be situated for the
purpose of removing the same.
9. CLAIMS FOR DEFECTS,DAMAGE,LOSS OR NON DELIVERY
9.1 The Buyer shall inspect the Goods on the delivery and shall within 5 days thereof notify the Company in writing of any alleged shortage, defect, damage or failure to comply with description or sample.
9.2 The Buyer shall forthwith arrange return of any defective Goods to the Company properly packaged, insured and carriage paid. The Company will not agree to be responsible for delivery charges under any circumstances.
9.3 The Buyer shall notify the Company in writing of any non-delivery of a whole consignment within 7 days of the date of despatch (as stated on the Company’s invoice).
9.4 If the Buyer shall fail to comply with the foregoing, the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
9.5 For the purpose of this Condition 9 if the Buyer establishes to the Company’s reasonable satisfaction that the Goods are not in accordance with the Contract or are defective, the Buyer’s sole remedy in respect thereof shall be limited, as the Company may be in its absolute discretion elect, to making good any shortage, to replacing such Goods with the same or (where this proves impossible) with other equivalent models of similar value, to correcting any fault therein or to refunding the Buyer with all, or part of, the Contract price.
10. WARRANTY AND LIMITATION OF LIABILITY
10.1 The Company warrants to the Buyer that the Goods will for a period of 1 month from the date of delivery are free from defects in or arising from design materials, workmanship, delivery or installation. New items of equipment supplied by the Company are supplied subject to and with the benefit of the relevant manufacturer warranty as published from time to time and the Company does not agree to accept responsibility for any such warranty obligations.
10.2 The Buyer shall give notice to the Company as soon as it is reasonably able upon becoming aware of a breach of the aforementioned warranty. The Company shall as soon as it is reasonably able investigate any such alleged breach and in the case of a breach of warranty falling within Condition 10.1 shall remedy the same free of charge by either carrying out such repairs modifications to the Goods and/or replacing the Goods or such components parts as it shall in its absolute discretion think fit. The obligations of the Company hereunder shall be charged between the hours of 9.00am to 5.00pm Monday to Friday (bank and other public holidays excepted).
10.3 Unless otherwise expressly agreed in writing by the Company the Company does not accept liability for any malfunction of the Goods for whatsoever reason connected with the millennium date change or the millennium leap year.
10.4 The Company’s liability to the Buyer whether for any breach of the Contract or otherwise shall not in any event exceed the Contract price and the Company shall be under no liability for any consequential or indirect loss suffered, or liability to third parties incurred, by the Buyer.
10.5 Subject to the provisions of this Condition 10, all warranties and conditions whether implied by tatute or otherwise are hereby excluded PROVIDED THAT nothing herein shall restrict or exclude liability for death or personal injury caused by negligence of the Company or affect the statutory rights of a Buyer dealing as consumer (as defined in section 12 of the Unfair Contract Terms Act 1977).
11. DEFAULT BY THE BUYER
If the Buyer fails to make payment for the Goods in accordance with Condition 5 or otherwise commits a breach of Contract, or if the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy or if any petition in bankruptcy be presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being limited company any resolution or petition to wind up the buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyers business all sums outstanding in respect of Goods shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights which it may have: -
11.1 Suspend all future deliveries of Goods to the Buyer and/or terminate the Contract without liability on its part; and or
11.2 Exercise any of its rights pursuant to Condition 8.
12. SET-OFFAND COUNTERCLAIM
The Buyer shall not be entitled to withhold payment of any invoice by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any other reason whatsoever.
Any notice required to be served pursuant to these conditions shall be in writing and served by first class post, facsimile or by hand on the Company at the address shown overleaf or such other address as the Company may from time to time notify to the Buyer and on the Buyer at the address notified to the Company or in default of notification to the address from which goods were ordered or if the Buyer is a Company at the option of the Company at the Buyers registered office. A properly addressed notice sent prepaid first class post shall be deemed to have been served two days after the date of its despatch. Any notice given by facsimile shall be
deemed to have been served twenty for hours after despatch. In proving service by facsimile, it shall be sufficient to show the facsimile was despatched to the correct telephone number.
Any provision or term of these Conditions, which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
No Waiver or forbearance by the Company, whether express or implied, in enforcing any of its rights hereunder shall prejudice its right to do so in the future.
The Buyer may not assign, subcontract or in anyway dispose of its rights or obligations under the Contract without the prior written consent of the Company. The Company shall be at liberty to subcontract all or any of its obligations under the Contract.
Headings are inserted for convenience only and shall not affect the construction or
interpretation of these Conditions.
18. LAWAND JURISDICTION
These Conditions and the Contract shall be governed in all respects by the laws of England and any dispute hereunder shall be subject to exclusive jurisdiction of the English Courts.