Quantix Ltd - General Terms & Conditions of Sale
1 DEFINITIONS
In these conditions the following terms shall have the following
meanings ascribed to them: "Agreement" means these terms and
conditions; "Customer" means the person, firm or organisation
placing an order with the Supplier; "Order" means an order placed
by the Customer with the Supplier and accepted by the Supplier;
"Products" means the hardware, software or services purchased by
the Customer from the Supplier; "Supplier" means Quantix
Limited.
2 AGREEMENTS
(a) This Agreement sets out the terms and conditions governing the
sale of the Products described in the Order. Unless
explicitly stated in the Order, the provision of maintenance or
other services is not covered by this Agreement and if required
will be provided on the Supplier's standard terms and
conditions.
3 PRODUCT SPECIFICATION CHANGES
(a) The Supplier reserves the right without prior approval from, or
notice to, the Customer to make changes to the Products:-
(i) Which do not affect their function or interchange
ability or performance or:
(ii) Which are required for purposes of safety, or
(iii) Which meet the Supplier's Products specification?
4 ORDERS AND DELIVERY
(a) Delivery or performance dates in relation to the supply by the
Supplier of Products are approximate only and, unless otherwise
expressly stated, time is not of the essence for delivery.
(b) Risk of loss or damage to any of the Products shall pass to the
Customer on delivery to the Customer's premises or other delivery
address specified by the Customer or upon collection by the
Customer.
(c) Subject to the agreement of the Customer, the Supplier may make
and the Customer shall accept, partial deliveries of Products
ordered. Each such partial delivery shall be deemed to be the
subject of a separate Agreement. Failure by the Supplier to
make deliveries in accordance with an Agreement, or any claim by
the Customer in respect of any one or more such deliveries, shall
not entitle the Customer to treat any other Agreement as at an
end.
5 PRICE
(a) Unless the written quotation given by the Supplier expressly
provides that prices shall remain firm for a specified period, the
prices quoted shall be subject to increases reflecting any increase
in the Supplier's costs in respect of materials, labour, services,
transport or changes in exchange rates between the date of order
and the date of despatch.
(b) Unless stated otherwise, prices quoted exclude tax, duty,
insurance, freight and delivery which will be charged at applicable
rates.
6 TERMS OF PAYMENT
(a) Payment shall be made in full without any deduction or set-off
within thirty days of the date of invoice.
(b) If the Customer fails to pay any invoice in accordance with the
Supplier's payment terms then, without prejudice to its other
rights and remedies, the Supplier shall be entitled to (i) suspend
deliveries due to the Customer under any Agreement, and (ii) charge
interest on the sum outstanding on a day to day basis from the date
of invoice until the date payment is made at the rate of 4% per
annum above the base rate ruling from time to time of Lloyds TSB
plc.
7 CANCELLATION
(a) Where an order has been accepted by the Supplier and the
Customer notified of the delivery date the Customer may only cancel
the order or any portion thereof with the written consent of the
Supplier (except where the Supplier notifies the Customer of a
change in price or discount but not where delivery is suspended by
virtue of 6(b) (i) above). If the Supplier agrees in writing to
full or partial cancellation the Supplier shall be entitled to levy
a cancellation charge by way of liquidated damages calculated as a
percentage of the quoted price of the cancelled order or portion
thereof as detailed in clause 7(b).
(b)(i) Where cancellation occurs 31 or more days before the
scheduled date of delivery the cancellation charge shall be 10% of
the order value or portion thereof or £100 whichever is the greater
(ii) Where cancellation occurs 30 days or less before the scheduled
date of delivery the cancellation fee shall be 15% of the order
value or portion thereof or £100 whichever is the greater.
(c) The Customer may not cancel an order or portion thereof after
delivery.
(d) Where the order is for a special product not normally stocked
by the Supplier and the Customer has been notified that the order
cannot be cancelled after the order is placed, the Customer may not
cancel the order.
8 ACCEPTANCE OF PRODUCTS
(a) The Customer shall be deemed to accept the Products upon
delivery unless the Supplier is notified in writing within 14 days
of the date of delivery of the Products by the Customer that the
Products or any part thereof are defective.
9 WARRANTIES
(a) Unless otherwise agreed in writing the Products are sold with
the benefit of the manufacturer's warranty (where available) and
the Customer's sole remedy for breach of that warranty is as stated
in the applicable manufacturer's terms and conditions. This
warranty is conditional upon compliance by the Customer with the
terms of this Agreement.
(b) Where Products are to be returned to the Supplier pursuant to
the warranty given in clause 9(a), the Customer shall notify the
Supplier within 14 days of the fault complained of arising and
comply with the procedure set out in clause 10 below.
(c) The warranty provided in clause 9(a) shall not apply to
Products which have been altered, treated, processed or worked upon
while in the Customer's hands other in the ordinary course of
installation or operation in accordance with the recommendations of
the Supplier or manufacturer.
(d) The Supplier warrants that any services provided by it pursuant
to this Agreement will be provided with reasonable care and
skill.
(e) Save as aforesaid all express or implied conditions or
warranties statutory or otherwise as to the state, quality,
fitness, suitability or performance of the Products
(including without limitation any warranty that the Products are
Year 2000 compliant) are expressly excluded to the greatest extent
possible.
10 RETURNS
(a) Authority for return of Products under warranty or for any
other reason must be obtained in advance by the Customer sending a
completed Materials Returns Authorisation (MRA) form to the
Supplier. Upon authorisation of such return, the Supplier
shall issue the Customer a MRA number for said return.
(b) If the supplier determines that the Products returned to it are
not defective as defined in the applicable manufacturer's warranty
or that the fault is the result of misuse, the Customer shall
reimburse the Supplier all costs of handling, fault diagnosis and
transportation.
(c) Any Products replaced under warranty shall become the property
of the Supplier or the manufacturer as appropriate.
(d) As a condition of return, the Customer must comply with the
procedures detailed on the MRA form.
11 INTELLECTUAL PROPERTY RIGHTS
(a) The Customer shall notify the Supplier forthwith in writing if
any allegation is made that the Customer's use or resale of the
Products infringes the intellectual property rights, including
without limitation any patent, copyright, trade or service mark or
design right (whether registered or unregistered) of any third
party.
(b) In the event that any such allegation referred to in clause
11(a) is made (or in the Supplier's reasonable opinion is likely to
be made), the Supplier shall at its option and expense either
procure the right for the Customer to use and resell the Products
which are the subject of the allegation or replace or modify the
same so that they become non-infringing. If none of the
above is reasonably feasible the Supplier shall grant the Customer
a credit for the normal depreciated value of the Product
(c) The Supplier will not be liable if the alleged infringement is
based upon:-
(i) The use of the Products in combination with products not sold
by the Supplier; or
(ii) The furnishing to the Customer of any information, data,
service or application assistance by a third party.
12 LOSS OR DAMAGE IN TRANSIT
(a) The Supplier will entertain no claim for loss or damage to
Products in transit unless notification of the nature and extent of
such claim is received by the Supplier within ten days of
delivery.
(b) The Supplier's liability under this clause 12 shall in no event
exceed the invoiced value of the Products lost or damaged.
13 PROPERTY
(a) Title to the Products shall not pass to the Customer until the
Supplier has received payment in full of the price therefore.
(b) Until title in the Products shall pass to the Customer the
Customer shall keep the Products in a fiduciary capacity for the
Supplier and shall take all steps necessary to ensure that the same
are kept in a safe place and are properly insured to their full
value while in the Customer's custody.
14 LIABILITY
(a) Neither party shall be liable for failure to perform its
contractual obligations (save for a payment obligation) if such
failure results from Act of God, governmental act, fire, explosion,
accident, industrial dispute, or any other cause beyond that
party's control.
(b) The Supplier's liability for physical damage to the Customer's
property is limited to £1,000,000 in respect of any event or series
of related events.
(c) Neither party limits or excludes its liability for personal
injury or death of any person resulting from its negligence.
(d) Save as set out in sub clauses (b) and (c) above, in no event
shall the Supplier's liability to the Customer under this Agreement
(whether arising in contract, tort, breach of statutory duty or
otherwise) exceed the value of the monies received by it under this
Agreement or £1,000,000 whichever is the lesser.
(e) The Supplier excludes all liabilities not expressly included in
this Agreement, and in particular shall have no liability for (i)
destruction of or damage to any data; (ii) any loss of profits,
goodwill, revenue, production, anticipated savings, use or
contracts or any form of special, indirect or consequential losses
whatsoever including any arising from late delivery.
(f) In any event other than set out in (b) above, the maximum
liability of the Supplier shall be the value of the contract
(excluding VAT).
15 SOFTWARE
(a) With regard to any software supplied pursuant to this Agreement
over which the Supplier or third parties hold title or other
rights, the Supplier shall permit or procure for the Customer (as
the case may require) the right to use that software in the
operation of the Products.
(b) With regard to any software referred to in sub-clause (a) above
the Customer undertakes not to disclose or make available any part
or parts thereof to any third party without the prior consent of
the Supplier.
(c) Software shall be supplied on the terms of the applicable
licence agreement.
16 TERMINATIONS
(a) If, at any time, either party makes default or commits any
breach of its obligations hereunder and (upon receiving written
notice from the other of such breach or default) fails to remedy
the same within 14 days, or is involved in any legal proceedings
concerning its solvency, or commences liquidation or ceases or
threatens to cease trading, or if serious doubts arise as to its
solvency, then the other party shall be entitled, without prejudice
to its other rights, to terminate this Agreement forthwith by
notice in writing to the other.
(b) Upon termination of this Agreement by the Supplier for whatever
reason, the Supplier shall, without prejudice to its other rights
and remedies, be paid (i) the price of any Products delivered to
the Customer prior to the date of termination; and (ii) the price
of any Products ordered by the Supplier on behalf of the Customer
for which the Supplier has paid or is legally bound to pay.
17 GENERAL
(a) This Agreement represents the entire agreement between the
parties. Each party warrants that no representation not
recorded in this Agreement has been made which has induced it to
enter into this Agreement.
(b) No failure, delay, relaxation or indulgence on the part of
either party in exercising any power or right conferred upon such
party in this Agreement shall operate as a waiver of such power or
right.
(c) Any notice given under this Agreement by either party to the
other must be in writing and shall be effected by personal
delivery, or registered mail postage to such address as shall have
been notified for the purpose and shall in the case of postage be
deemed to be delivered within 48 hours after the date of posting if
posted in the United Kingdom.
(d) The provisions of this Agreement are severable and if any
provision (not being a fundamental term) is held to be invalid or
unenforceable by a court of competent jurisdiction such invalidity
or unenforceability shall not affect the validity or enforceability
of the other provisions.
(e) This Agreement shall be governed by and construed in accordance
with English Law and the parties hereto submit to the jurisdiction
of the English
Courts.
QUANTIX LIMITED
CHETWYND BUSINESS PARK
1 REGAN WAY
CHILWELL
NOTTINGHAM
NG9 6RZ
0870 240 6565