b. Seller: means PC Specialist Ltd, registered in England and Wales no. 4777867 ("the seller") ("the company") whose registered office is at Unit 12 Jubilee Business Park, Jubilee Way, Grange Moor, Wakefield, WF4 4TD, United Kingdom.
c. Order: means the document supplied by the Seller to the Buyer setting out all the goods and services to be supplied and the price to be paid including VAT where applicable.
d. Contract: means the contract between the Buyer and the Seller and to which these terms and conditions relate.
e. Goods: means the items as set out and detailed on the order.
1. General
1.1. All Orders shall be subject to these conditions. The acceptance by the Seller of any Order from the Buyer shall be deemed to incorporate these conditions and no variation contained in any document of the Buyer shall have any force or effect whatsoever unless the Seller has expressly agreed thereto in writing.
1.2. Any representation made by or on behalf of the Seller shall not have any force or effect whatsoever unless the Seller has expressly agreed thereto in writing.
1.3. No Order will be deemed to constitute a contract of sale irrespective of the manner of it's transmission to the Seller unless and until the Goods are dispatched by Seller.
2. Prices
2.1. The price payable shall be that ruling at date of dispatch of goods unless otherwise agreed in writing.
2.2. Seller reserves the right to revise prices prior to dispatch of goods should the Seller sustain any direct or indirect increase in costs.
2.3. If Goods have been paid for in full prior to dispatch no revision in prices may take place without the prior agreement of the Buyer and Seller in writing.
2.4. Unless varied in writing by the Seller, list and advertised prices are exclusive of VAT and charges for shipping postage duties carraige etc., shall be for the account of the Buyer.
3. Delivery
3.1. Whilst every reasonable effort shall be made to adhere to agreed delivery dates time of delivery shall not be the essence.
3.2. Delivery dates are estimates only and Seller shall not be liable for any losses costs damages or expenses incurred by Buyer or any other person or company howsoever arising, whether directly or indirectly, out of any failure to meet any estimated delivery date.
3.3. Unless the Contract provides to the contrary the Seller may deliver by instalments.
3.4. Where delivery is made by instalments each instalment shall be treated as a separate Contract and any delay default or non delivery in respect of any instalment by the Seller shall nor entitle the Buyer to cancel the remainder of the contract.
3.5. Failure by the buyer to pay for any instalment or delivery when due shall entitle the Seller to withold further deliveries and Buyer will be liable for any costs incurred by Seller relating to such goods which the Seller is then entitled to withhold.
4. Payment
4.1. Buyer must pay Seller the full amount of any invoice within 30 days of Seller's invoice date.
4.2. The time for performance of the Buyers obligation (whether as to payment or otherwise) shall be of the essence so that failure to perform shall entitle Seller at it's option to treat the Contract as repudiated by Buyer or to delay delivery until Seller is satisfied that the failure has been corrected.
4.3. If any payment or part thereof is not received by Seller by the due date, Seller shall be entitled to charge interest on the outstanding amount at the rate of 2% per calendar month.
4.4. Buyer shall make all payments free and clear of and without any deduction for any set off or counterclaim or, as required by law, any tax or other matter.
5. Ownership and Risk
5.1. The ownership of the Goods passing under this Contract shall remain with the Seller who reserves the right to dispose of the goods until payment in full for the said goods has been received by the Seller.
5.2. The risk in the goods for insurance purposes shall pass to the Buyer:
- 5.2.1 When the Seller delivers the goods in accordance with the terms of this contract to the Buyer or it's agents or other persons to whom the Seller has been authorised by the Buyer to deliver the goods or;
- 5.2.2 If the goods are appropriated to the Buyer but kept at the Seller's premises at the Buyer's request the Seller shall have no responsibility in respect to the safety of the goods thereafter and accordingly the Buyer should insure the Goods thereafter against whatever risk it considers appropriate.
5.4. Such payment shall become due immediately upon commencement of any act or proceeding in which the Buyer's solvency is involved.
6. Cancellation and Returns
6.1. The cancellation of an Order by Buyer shall not be effective without the prior consent of Seller and upon any cancellation the Buyer shall pay to the Seller such sum as is reasonable in respect of work done and materials ordered or supplied.
6.2. No return Goods can be accepted unless a Goods Return Number is obtained from Seller by Buyer and is clearly shown on returned parcels.
6.3. Seller reserves the right to levy a handling and re-stocking charge of 20% on Goods accepted for return if they were ordered in error or are no longer required.
6.4. Buyer will be liable for the cost of remedying damage to Goods returned where such damage has in the opinion of Seller been caused by goods being inadequately packaged by Buyer.
7. Suitability
7.1. Except where the Buyer and Seller have expressly agreed in writing the Buyer is deemed to have satisfied himself as to the suitability of the Goods for which the Buyer requires them and the Buyer so warrants the Seller.
8. Shortages and Damage
8.1. The Buyer shall inspect the Goods immediately upon delivery.
8.2. Notification of damage or wrongly shipped goods or incompletely shipped goods must be made within 5 days of delivery. Any claim made outside 5 days will not be accepted.
8.3. Any Goods in respect of which a claim is made shall be preserved by the Buyer intact as delivered and at Buyer's risk for a period of 10 days within which time Seller or it's agent shall have the right to inspect the Goods.
8.4. All original packing must be retained until inspected by Seller or it's agents.
9. Force Majeure
9.1. Seller will not be under any laibility whatsoever in the event of Seller being prevented or delayed from making delivery of Goods by any reason or cause beyond Seller's control.
9.2. Seller reserves the right to supply alternative Goods if the Goods ordered cannot be reasonably obtained.
10. No Waiver
10.1. Seller's failure to insist upon strict performance of any provision of these terms and conditions shall not be deemed to be a waiver of it's rights or remedies or any waiver by it of any subsequent default of the buyer in the performance or the compliance with any of the terms and conditions.
11. Warranty
11.1. The warranty given is between the Seller and the Buyer and no other party.
11.2. The Seller warrants that the goods will at the time of delivery correspond to the description given by the Seller.
11.3. The Seller accepts no responsibility for faults relating to Software not supplied by it and reserves the right to charge for (any) technical support given or repair undertaken to correct faults.
11.4. Under no circumstances shall the Seller have any liability for normal wear and tear or if (other than by Seller) any part of the Goods is modified or repaired improperly, stored or user damaged by accident or neglect or maintained otherwise than or not maintained in accordance with any maintenance requirements specified by the Seller to the Buyer.
11.5. The Seller reserves the right to suspend all warranty work, should the buyers account be overdue.
12. Liability
12.1. Seller will not be liable to any indirect, incidental or consequential damages.
13. Dispute
13.1. In the event of dispute between Buyer and Seller and should Seller so wish Buyer agrees to submit the dispute to professional third party arbitration as a legally binding alternative to court action.
14. Governing Law
14.1. These conditions shall be construed and operate in conformity with English law.