Sales Terms – Office Supplies, Furniture, Computing & IT Services
1.1 The definitions and rules of interpretation in this condition apply in these conditions
Client: any person, firm or company with whom the Contract is made by the Company, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company.
Company and 3Net: means 3Net Office Solutions Ltd and also where the context permits its assigns and any sub contractor for the said Company.
Company’s Premises: the premises mentioned in the Contract or if not so mentioned means the Company’s premises at: 3 Chaucer St. Bolton. BL1 3HR. Lancashire.
Contract: any contract between the Company and the Client for the Services and/or Supply of Goods, incorporating these conditions.
Goods: the articles or items to be supplied by the Company to the Client under the terms of the Contract.
Services:the services to be provided by the Company to the Client under the terms of the Contract and Service shall be construed accordingly.
Standard Rate: The standard rate charged by 3Net Office Solutions Ltd of £65 per hour.
Working Day: means every day of the week excluding Saturday, Sunday and statutory holidays.
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. Application of Terms
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the client purports to apply under any order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Client´s order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company´s supply of Goods and/or provision of Service and any variation to these conditions and any representations about the Goods and/or provision Service shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company that is not set out in the contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for supply of Goods and/or provision of Service by the Client from the Company shall be deemed to be an offer by the Client to buy Goods and/or provision of Service subject to these conditions.
2.5 No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods or performs the Service to the Client.
2.6 The Company’s website, leaflets or correspondence are not binding and reasonable variations may be made without notice to the Services, the provision of Services and/or the supply Goods so varied shall be accepted as complying with the Contract.
2.7 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.8 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3.1 Unless otherwise agreed by the Company in writing, the price for the provision of Services and/or supply of Goods shall be chargeable by the Company on the date of provision and or supply of the same.
3.2 Where the Company provision of Services is conducted over a period of time, the price payable shall, at the option of the Company and sole discretion, be either the fees current at the date of the provision of the Services and/or supply of Goods in question or the fees current at the date of any invoice sent pursuant to condition 6.
3.3 The price for the provision of services and/or supply of Goods shall be exclusive of any value added tax which shall be charged in addition where applicable.
4. Additional Costs
The Client agrees to pay for any loss or extra cost incurred by the Company through the Client’s instructions or lack of instructions or through Client’s failure or delay in taking delivery or through any act or default on the part of the Client its servants or employees.
5. Intellectual Property Rights
5.1 The Client shall indemnify the Company against all costs, claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Client and/or by the manufacturer or sale of Goods made to the specification or special requirements of the Client.
5.2 All written information, drawings and software copies of same prepared by the Company in relation to the provision of the Services and the copyright therein shall remain the property of the Company and shall be returned by the Client on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
5.3 The Client shall ensure that its employees and all those under the Clients control and supervision shall comply with the obligations of confidentiality contained in this clause.
6. Terms of Payment
6.1 Subject to condition 6.4, or unless otherwise stated in the Contract payment for the provision of Services and/or Supply of Goods shall be due in pounds sterling as follows:
- Where the Services in question relate to the provision of Consultancy Services the payment shall be made in full no later than 7 days following the provision of the Service.
- Where the Services in question relate to the provision of Goods the payment shall be made in advance unless agreed otherwise by the Company in writing.
- If the Services are provided over a period of time the Company shall be entitled to invoice the Client at regular intervals during the period of time that the Services are being provided and payment shall be due within 7 days of the date of each such invoice notwithstanding that subsequent Services are not provided or any other default on the part of the Company.
- If under the terms of the Contract monies due shall be payable by instalments, a default by the client of the payment of any due instalment shall cause the whole of the balance of the sums due to become payable forthwith.
6.2 Time for payment shall be of the essence.
6.3 No payment shall be deemed to have been received until the Company has received cleared funds.
6.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
6.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
6.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of The Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7. Limitation of Liability
7.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client in respect of any breach of these conditions , any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these conditions excludes or limits the liability of the Company; for death or personal injury caused by the Company´s negligence, under section 2(3), Consumer Protection Act 1987,for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; orfor fraud or fraudulent misrepresentation.
7.4 Subject to condition 7.2 and condition 7.3:
1. The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
2. The Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
8. Force Majeure
The Company reserves the right to defer the date of provision of Service if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Client shall be entitled to give notice in writing to the Company to terminate the Contract.
9.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
9.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
9.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
9.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
9.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
9.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.