Terms and Conditions of Sale for Goods, Software, Services and Maintenance Support

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Terms and Conditions of Sale

for Goods, Software, Services

and Maintenance Support

Company Details

Company Registration 04499201 Registered address Registration Date 30/07/2002 670 Eskdale Road

Winnersh Triangle

VAT Number 860205553 Reading

Berkshire

DUNS Number 640957119 RG41 5TS

How to Order

If you wish to proceed with our quotation and place an order please use one of the methods below and refer to the terms and conditions, as laid out below.

 E-mail customer.services@ait-pg.co.uk with your official purchase order  Call +44 (0) 845 017 7017

 Request a credit account at accounts@ait-pg.co.uk

1. Definitions

a. Buyer means the person who buys or agrees to buy the goods from the Seller. b. Conditions means the terms and conditions of sale set out in this document and any

special terms and conditions agreed in writing by the Seller.

c. Delivery Date means the date specified by the Seller when the goods are to be delivered.

d. Goods means the articles which the Buyer agrees to buy from the Seller.

e. Seller is AIT PARTNERSHIP GROUP LIMITED registered at 670 Eskdale Road, Winnersh Triangle, Wokingham, Berks RG41 5TS.

f. Services means installation, support, or maintenance of goods by the Seller to the Buyer.

2. Conditions applicable

a. These conditions shall apply to all contracts for the sale of Goods and Services by the Seller 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 confirmation of order or similar document.

b. All orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods and Services pursuant to these Conditions.

c. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of the Conditions. A signed worksheet shall be deemed evidence of the Buyer’s acceptance of the Conditions.

d. Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be deemed inapplicable unless agreed in writing by the Seller.

3. Price, Credit, Invoicing and Payment

a. The Price shall be the Seller's quoted price and the Buyer must provide a valid purchase order or equivalent written instruction to the Seller confirming the Goods to be purchased together with any Services requested. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.

b. Until a credit account is established, all business will be on a cash basis, unless otherwise agreed.

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c. Credit facilities are given subject to the undertaking of a full credit check and on completion of a credit account application form available from accounts@ait-pg.co.uk. d. The Seller reserves the right to withdraw credit facilities, without notice in the event of

non-payment to terms or no trading transaction after 6 months.

e. The Seller reserves the right to charge the Buyer for lost engineering time should they not be able to carry out agreed works due to Buyer delays.

f. The Company reserves the right to request phased payments for any works/project. g. The Company will add a charge for project management, as it deems necessary. h. Payment of the Price and VAT shall be due within 30 days of the date of the invoice. i. Payment of invoice for maintenance support contracts is deemed as acceptance of all

of the Seller’s terms and conditions, including those solely relating to support contracts.

j. Interest on any overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2% above HSBC Bank PLC's base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.

4. The Goods

The specification and description of the Goods shall be as set out in the Seller's quotation.

5. Warranties

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller and will honour the warranty on all goods for the period of the

manufacturer’s warranty where not covered by a separate support contract.

6. Delivery of Goods

Delivery of the Goods shall be made to the Buyer's address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

7. Acceptance of the Goods

a. The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

b. After Acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with this Contract.

8. Title and Risk

a. The Goods shall be at the Buyer's risk as from delivery.

b. In spite of delivery having been made title of the Goods shall not pass from the Seller until the Buyer has paid the Price plus VAT in full and no other sums whatever shall be due from the Buyer to the Seller.

c. Until title of the Goods passes to the Buyer in accordance with b. above the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.

d. Notwithstanding that the Goods (or any of them) remain in the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until title of the Goods passes from the Seller to the Buyer the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.

e. Until such time as title of the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under Clause 8.4 shall cease.

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f. The Buyer shall not pledge or in any way charge by way of security for any

indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

g. The Buyer shall insure and keep insured the Goods to the full Price against 'all risks' to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

9. Returns

a. Goods supplied correctly as ordered cannot be returned for credit in normal circumstances.

b. Request for return for other reasons must have our written consent. DO NOT DESPATCH GOODS UNTIL YOU HAVE OUR CONFIRMATION AND HAVE BEEN ISSUED WITH AN ‘RMA’ NUMBER.

c. In the event that we accept goods back for credit, it will be necessary to make a service charge.

d. Goods will not be accepted after 2 months unless deemed by the Company to be faulty and under warranty.

e. All returned goods will only be accepted carriage paid. We accept no responsibility for any damage or loss in any way to goods whilst in transit to us.

f. The acceptance of any returned goods is not an admission of any defect in or damage to the goods.

10. Provision of Services and Maintenance Support

Buyer Obligations

a. The Buyer shall provide The Seller with the location and serial number of each device listed in the schedule on the relevant maintenance contract.

b. The Buyer shall pay within 30 days the maintenance charges relating to this contract. The Seller is not obligated to provide the services in this agreement until full payment is received and cleared into the nominated bank account.

c. The Buyer shall co-operate fully with AIT Partnership Group’s personnel in the diagnosis of any error or defect.

d. The Buyer shall grant all such reasonable access to the site as The Seller shall from time to time reasonably require in order to discharge its obligations hereunder. e. The Buyer shall make available to The Seller, (within reason and wherever reasonably

practicable) all information, facilities and services reasonably required by The Seller to enable The Seller to perform the Maintenance Services.

f. The Buyer shall provide reasonable storage space for The Seller to store replacement parts and Hardware in connection with the provision of the Maintenance Services where applicable. All items stored by The Seller shall be clearly marked as belonging to The Seller and The Buyer shall account for them and make good any losses occurred under their management.

g. The Buyer shall take reasonable precautions to protect the health and safety of Seller’s employees, agents and sub-contractors while on the site.

h. The Buyer shall undertake to request in writing the addition of any site or installation not currently set out in a schedule 1 notification (if applicable) at least 15 working days in advance of the commencement of cover for that site. The Seller will undertake to respond to any request within 10 working days with written confirmation that the site or installation is to be added to the agreement at the agreed rate and submit an invoice for that amount.

The Maintenance Services

a. In consideration of the purchase and maintenance of spares and payment of the Maintenance Charge by The Buyer, the Seller undertakes to provide the Maintenance Services in respect of the Hardware and Software upon the terms and conditions of this Agreement at each of the sites set out in the schedule within the maintenance contract and as per the response times specified in the maintenance contract.

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b. The response time shall be deemed to start from the issuing of a support ticket number by the Seller and end when an engineer makes a support call to the Buyer regardless of whether the support call is answered.

c. The onsite support response time shall be deemed to start from the end of the successful support call and end when the engineer arrives on site.

d. Only products and installations specifically listed in the schedule are covered by the maintenance services in this contract.

e. The Maintenance Services include installation or reconfiguration of Hardware or any associated software as originally purchased through the Seller.

f. Service Level Agreements for maintenance contracts will be agreed pre-sales and include (but not be restricted to) the following options available for terms of 6,12,24 or 36 months:

 Hot Swap; next business day replacement product delivery only

 Monday–Friday; 9-5.30 4 hour response, 2 business days engineer on site  Monday–Friday; 9-5.30 4 hour response, next business day engineer on site  Monday–Friday: 9-5.30 4 hour response, 8 hours engineer to site

 Monday–Friday; 9-5.30 1 hour response, 4hr engineer on site  24/7 telephone support only

 24/7 4 hour response, 8 hours engineer to site  24/7 1 hour response, 4 hours engineer on site  Extended warranty

a. Exceptions

The Maintenance Services shall not include:

a. The diagnosis and rectification of any fault arising from the improper use, operation or neglect of the Hardware.

b. Alterations, modifications or attempts to repair the Hardware made without the Seller’s approval.

c. Causes external to the Hardware including failure or fluctuation of electrical power, inadequate cooling or natural disasters.

d. The installation or reconfiguration of Network Hardware or any associated software unless specifically agreed between the parties.

e. Operating supplies or accessories such as magnetic media and antiglare coatings on video display monitors.

f. Interference from external sources that do not form an integral part of the Hardware or Software solution supplied by the Seller. This will include but is not limited to: power or data cables, electrical equipment, dust, natural or unnatural light sources, construction or decorative work of any kind.

g. Any major change, modification, upgrade or maintenance of the network or network connections that impacts on the performance of the Hardware and Software installed by the Seller may not covered by this Agreement and the Seller shall in such

circumstances be entitled to make a reasonable charge in respect of such services.

b. Maintenance and Service Charges

a. The maintenance charges set out in the quotation are those in effect at the date of the agreement and entitle the Buyer to maintenance service (as defined in these

conditions) during the service hours, at the locations and on the equipment specified in the maintenance contract.

b. These charges and the maintenance surcharges are subject to change by The Seller with effect from the expiry of the first year following the service commencement date or at any time thereafter upon not less than 90 days prior written notice thereof being given to the Buyer. AIT reserves the right to request that the Buyer purchases new equipment after a 3 year continuous support period.

c. Additional sites can be added to the maintenance contract and in this case charges for any additional sites will be payable immediately on submission of an invoice by The Seller.

d. The Maintenance Charge is exclusive of value added tax which The Buyer shall pay at the rate and in the manner prescribed by law from time to time.

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e. The Seller’s invoice shall be paid by The Buyer within 30 days of receipt by The Buyer of that invoice. The Seller is not obligated to provide the services in this agreement until full payment is received and cleared into the nominated bank account

f. In the event that The Buyer shall fail to pay the Maintenance Charge or any other fees payable to the Seller under this Agreement when properly due.

c. Services/Maintenance Warranties

The Seller warrants that:

a. It will perform all Services using competent personnel, who shall hold any necessary accreditations, with reasonable care and skill in a timely and professional manner and in accordance with best industry practice.

b. Services shall be in compliance with all relevant regulations, statutory requirements and common law obligations.

c. All personnel supplied by it to perform the Services hereunder have been subject to extensive interviews and reference checks so as to reasonably verify their honesty and suitability to perform the Services and no personnel supplied by it to perform the services hereunder have been convicted or prosecuted for any criminal or civil offence or adjudged by a court to be insolvent.

d. The Buyer will enjoy quiet possession of any such replacement parts and that the same will be of satisfactory quality and reasonably fit for their purpose.

e. In addition to the warranties set out above, all units supplied by the Seller are warranted to be free from any defect for a period of twelve months of installation. Following the expiry of the warranty period, The Buyer shall return any faulty units to the Seller for repair.

f. The Seller shall ensure that the personnel it supplies to perform the Services hereunder will conform to the Buyer’s codes of staff conduct and staff conduct and staff policies, including but not limited to its security policy, of which The Seller’ is notified in writing by the Buyer and sign such codes and/or policies where necessary. The content of such codes may be amended from time to time. For the avoidance of doubt, this provision shall apply to both those personnel supplied by The Seller who are employed on the Buyer’s premises and those authorised to access its systems from outside the premises via remote link.

g. The Seller shall comply with all applicable laws, regulations and sections relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010. h. Not engage in any activity, practice or conduct which would constitute an offence

under section 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

i. Comply with the Buyer’s anti-bribery and anti-fraud policy of which The Seller is notified in writing;

j. Within one month of the date of a service agreement and annually thereafter, certify to the Buyer in writing, its compliance with this section 10.6.4. The Seller shall provide such supporting evidence of compliance as the Buyer reasonably requests;

k. Breach of this clause shall be deemed a material breach of this agreement.

l. The Seller will use best endeavours to provide attendance of an engineer at the site for the purposes of repair and maintenance to the equipment within the specified Response Time under the terms of the maintenance contract from the time of receipt of The Buyer call (note Such calls for services will receive priority of response over calls from other Buyers of The Seller who have not entered into any agreement with The Seller for the provision of services.

m. The repair and maintenance service may consist of installation of replacement units and re-commissioning of the system.

n. Should the Buyer make the decision that a support call is required in the event of a malfunction in the Hardware, the Buyer shall telephone the Seller’s contact who shall respond to the malfunction upon the following basis:

1. Attempt to resolve the fault remotely by advising the Buyer who shall use all reasonable means to resolve the fault themselves in full cooperation with the Seller’s instructions.

2. In certain cases the Seller may decide that the provision of a fix to a fault may be deferred by a specified time period or until a specified date so that the provision of such a fix would fall outside the response times as stated above.

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3. If in the opinion of the Seller it is possible to resolve the fault by attending site then best endeavours will be employed to attend site within the contract response times.

4. Hardware replacements are functional replacements, and may be cosmetically different.

o. The Seller reserves the right to gain compensation and reimbursement for all reasonable costs if an inappropriate call out is requested, including denial of access, and no fault is found with the Hardware or software under contract or if it is discovered that wilful damage has been done to the Hardware or software under contract.

11. Provision of Software

a. License. Subject to the terms and conditions of this Agreement and in full

consideration for the License Fee, the Seller grants to Buyer a worldwide, perpetual, non-exclusive, non-transferable (other than by assignment, as given herein), and non sub licensable (other than as explicitly given herein) license to use the Software supplied by the Buyer.

b. Restrictions on License. The Buyer agrees to the following limitations and restrictions on its use of the Software:

c. Authorised Users and Capacity Limits. The Buyer shall permit access to or use of the Software only by those employees, contractors or licensees of the Byer who fall within any limiting definition agreed between Seller and Buyer. (“Authorised Users”) and shall be entitled to use the Software only to the extent of any capacity limitation agreed by both parties.

d. No Copying. The Buyer shall not copy the Software or, except for a reasonable number of copies thereof, the Documentation or permit a third party to do so. e. No Transfer or Rental. Except as expressly authorised herein, the Buyer shall not

transfer, lease, loan, resell for profit, distribute, or otherwise grant any rights in the Software in any form to any other party.

f. No Reverse Engineering. The Buyer shall not modify, copy, adapt, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from, the Software or Hosting Environment in whole or in part.

g. Copyright Notices. In no event shall the Buyer remove, modify, or obscure copyright or other proprietary rights notices in the Software or Documentation.

h. Devices (Software Provided for Installation). As concerns Software provided for installation on the Buyer’s premises, the Buyer may store or install the Software on a Device provided, however, that, unless otherwise stated, the Buyer must acquire and dedicate a license for each Device on or from which the Software is installed, used, accessed, displayed, or run, and the Buyer acknowledges that a license for the Software may not be shared or used concurrently on different Devices. By dedicating a license to a Device, the Buyer is assigning the license exclusively to that Device for an indefinite period of time, but the Buyer may at its option transfer or migrate the Software for use on another Device at no additional charge, so long as use on the previous Device is immediately ceased and that Software is removed from such a Device without delay.

12. Confidentiality and Proper Law of Contract

a. Confidentiality

a. Both parties undertake to keep confidential all information which is either designated as confidential by the disclosing party or which is, by its nature, to be regarded as confidential (save that which is required for the purposes of compliance with statutory or regulatory requirements) whether written or oral that its respective employees, agents or sub-contractors shall have obtained or received:

b. In the course of negotiations leading up to Agreement.

c. In the course of performing its obligations under any Agreement. d. Whilst exercising its rights under any Agreement.

b. Termination

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a. If either party to this agreement shall not comply with its obligations hereunder and such default shall continue for 90 days after written notice thereof has been given by the other party this agreement may therefore be terminated by such other party without prejudice to the prior existing rights of either party hereunder.

b. Forthwith by either party if the other commits any material breach of any term of this Agreement and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same. c. Forthwith by either party if the other shall go into liquidation whether voluntary or

compulsory (except for the purposes of amalgamation or reconstruction).

d. Any termination of this Agreement pursuant to this clause shall be without prejudice to any rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

13. Force Majeure

a. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, insurrection or riots, embargoes, container shortages, or delays in transportation, inability to obtain supplies and raw materials including access equipment and lifting platforms, inability to obtain software upgrades and support for 3rd part software, requirements or regulations of any civil or military authority, acts and/or omissions of the other party (an “Event of Force Majeure”).

For the avoidance of doubt, strikes by the Seller’s employees, agents or

sub-contractors shall not constitute an event of force majeure under this clause. However, in the event of an Event of Force Majeure arising, the party whose obligations are suspended by virtue of the Event of Force Majeure shall use all reasonable endeavours to mitigate the effect of such circumstances and to carry out such obligations or duties hereunder in such other way as may be reasonably practicable.

b. Each of the parties hereto agrees to give written notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

c. In the event of either party receiving notice from the other pursuant the parties shall within 14 days of the notice jointly determine which measures, if any, can be put in place to prevent the occurrence (where possible) or mitigate the effect of the Event of Force Majeure.

d. If a default due to an Event of Force Majeure shall continue for more than 4 weeks after expiry of the 14 day period provided for clause 13.3, then the party in receipt of the notice under clause 13.2 shall be entitled to terminate this Agreement by giving written notice to the other. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure. Rights and liabilities which have occurred prior to termination shall subsist.

14. Compliance with rules and instructions

Without prejudice to its other obligations or responsibilities, The Seller shall ensure that when any of its obligations are performed on The Buyer premises, all reasonable rules and

instructions in force and made known by The Buyer to The Seller (including, but without prejudice to the generality, any reasonable rules or instructions relating to safety and security and computer virus control measures are complied with by The Seller.

15. Notices

Any notice request instruction or other document to be given hereunder shall be delivered by hand or sent by first class post or by facsimile (such facsimile notice to be succeeded by a hard copy posted within12 hours of transmission by facsimile) to the address of the other party set out in this Agreement (or such other address or number as may have been notified in writing) and any such notice or other document shall be deemed to have been served (if delivered by hand) at the time of delivery (if sent by post) upon the expiry of 48 hours after posting and (if sent by facsimile) upon the expiry of 12 hours after dispatch.

16. Law and jurisdiction

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