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| Terms Of Service |
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| 1. DEFINITIONSFrom hereon Unixzone Ltd will be known as the “Company”In these Terms and Conditions the following words have the following meanings:“Customer” means any person, firm or company to whom a writtenquotation or estimate is addressed or whose order for Goods is acceptedby the Company.“Goods” means the products, articles or services referred to in theCompany’s Quotation and/or written order acceptance forms.“Price” means the invoice price for the Goods exclusive of all associatedpackaging, insurance and transportation costs which will be charged tothe Customer separately as specified in the Quotation and/or writtenorder acceptance form.“Quotation” means the quotation or website prices supplied by the Company to the Customer for the Goods.“Specification” the agreed specification for any Goods or any part thereof. 2. INFORMATION 2.1 All orders for Goods accepted by the Company shall be undertaken in accordance with and shall be subject to these Terms and Conditions. 2.2 Any additions to or variations of these Terms and Conditions shall be inapplicable unless specifically accepted in writing by a duly authorised representative of the Company. 2.3 No other terms and conditions shall be applicable unless expressly agreed in writing by the Company. 3. QUOTATIONS AND ACCEPTANCE 3.1 The Customer may accept any Quotation within a period of 5 working days only from receipt whereafter such Quotation will lapse. Any order issued by the Customer on the basis of a Quotation within the said 5 working day period is subject to acceptance by the Company and a contract will only take effect when the Company has accepted in writing the Customer’s order. 3.2 Quotations may be withdrawn or revised at any time prior to the Company’s acceptance of the Customer’s order. 3.3 Goods will be supplied on the terms of the Quotation in accordance with the Specification (if any) provided that the Company shall be entitled to vary the terms of the Quotation if the Customer requests any change thereto or to the Specification. 4. PRICE 4.1 Except as otherwise stated under the terms of any Quotation or in any price list of the Company, and unless otherwise agreed in writing between the Customer and the Company, prices are ex works from the Company’s premises at Unit 9, Mill Lane Trading Estate, Mill Lane, Croydon, Surrey, CR0 4AAand do not include packaging, insurance and transportation costs which will be charged separately to the Customer. 4.2 Prices are exclusive of any applicable value added tax and all other duties which may from time to time be levied which the Customer shall additionally be liable to pay to the Company. 4.3 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the Prices and any charges previously quoted for packaging, insurance and transportation to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company or any change in delivery dates, quantities or Specification. 5. DELIVERY AND RISK 5.1 Delivery dates for Goods are subject to confirmation by the Company at the time of acceptance of the order. 5.2 All dates quoted for delivery are estimates only and whilst the Company will use all reasonable endeavours to comply with delivery dates the Company shall not under any circumstances be liable for any delay in delivery of the Goods however caused. The Customer shall not be entitled to repudiate or cancel the agreement as a result of such delay. 5.3 Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer. 5.4 Delivery shall take place when the Goods are delivered by or on behalf of the Company to the Customer or to its order. 5.5 Unless otherwise agreed in writing Goods for delivery within the United Kingdom will be despatched by the Company to the Customer’s premises and the cost of such despatch shall be charged to the Customer. 5.6 Delivery shall be taken by the Customer within the period (if any) specified in the Quotation and such full details as may be necessary (or required by the Company) to enable the Company to complete delivery within such period shall be supplied by the Customer. 5.7 If for any reason the Customer fails to take delivery of the Goods at the due time or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company’s fault) then the Company may store the Goods, charge the Customer the reasonable costs (including insurance) of storage and take all reasonable steps to prevent their deterioration until actual delivery. This provision shall be without prejudice to any other payment or damages for which the Customer may become liable in respect of his failure to take delivery at the appropriate date. 5.8 The Customer shall ensure that prior to delivery the place of delivery is properly prepared for receipt of the Goods and their installation if appropriate including without limitation provision of adequate power and telephone lines. 6. TITLE TO THE GOODS 6.1 Until such time as the Price together with all associated packaging, insurance and transportation costs has been received in full in cash or in cleared funds by the Company, legal and beneficial title to and property in the Goods shall remain vested in the Company and shall not pass to the Customer. Until such time the Customer shall hold the Goods on behalf of the Company as the Company’s fiduciary agent and bailee and shall properly store, protect, insure and mark them as being the property of the Company. 6.2 In the event that the Customer incorporates the Goods in or with any product or products the new product or products or any other chattel whatsoever containing any part of the Goods shall become the sole and exclusive property of the Company and all the provisions of this clause shall as appropriate apply to such new product, products or chattel. 6.3 The Customer’s right to possession of the Goods shall cease if the Customer (not being a limited company) has a bankruptcy order made against him or if the Customer (being a limited company) has a receiver, an administrator or administrative receiver appointed over any of its assets or enters into liquidation (compulsory or voluntary) and the Company may at that time (without prejudice to its other rights and remedies hereunder) where appropriate terminate the Customer’s right to sell the Goods and at the cost of the Customer recover or recall all Goods in the Customer’s possession or under the Customer’s control and the Company its employees or agents is hereby irrevocably authorised to enter upon the Customer’s premises to recover the Goods. 7. CANCELLATION BY CUSTOMER For the avoidance of doubt it is hereby agreed and understood that an order once accepted by the Company (whether or not it relates to Goods made to the special order and specification of the Customer) may not be withdrawn or cancelled by the Customer without the Company’s written consent which consent will only be given on terms which will provide the Company with a full indemnity in respect of any loss suffered by the Company as a result of such withdrawal or cancellation (including loss of profit) costs, damages, charges and expenses. 8. INSPECTION 8.1 The Customer shall inspect the Goods immediately on delivery thereof and shall within 48 (forty-eight) hours from delivery give notice in writing to the Company of any matter by reason whereof the Customer alleges that the Goods are not in accordance with the Quotation failing which the Goods shall be deemed accepted in all respects and the Customer shall be bound to pay for the same. 8.2 In the event of alleged defects or shortages the Company shall have no liability unless the Company is given an opportunity to inspect the Goods before any use is made of, or any alterations or modifications are made to, the Goods by the Customer. 8.3 Subject to clauses 8.1 and 8.2 the Company shall have the right to make good any shortage in the Goods and replace any defective Goods (defective Goods does not include Goods damaged in transit for which the Company will not be liable) free of charge as soon as it is reasonably able to do so or at the Company’s sole discretion. 9. WARRANTIES 9.1 The Company warrants that it is entitled to supply the Goods. 9.2 The Company warrants to the Customer that: 9.3 the Goods will for a period of 30 (thirty) days from delivery be free from defects in or arising from design, materials or workmanship. 9.4 The Company is not responsible for Goods misused in any way while outside the control of the Company or which have been stored for an excessive period or in unsuitable conditions or in respect of which defects have not been reported to the Company within the time stipulated herein. 9.5 To the extent that all other warranties, conditions and representations (express or implied, statutory or otherwise) may in law be excluded they are hereby excluded. 10. THIRD PARTY RIGHTS The Customer shall indemnify the Company against any and all liabilities, claimsand costs incurred by or made against the Company as a direct or indirect resultof the carrying out of any work required to be done on or to the Goods inaccordance with the requirements or the specifications of the Customerinvolving any infringement or alleged infringement of any rights of any thirdparty. 11. PAYMENT Goods purchased must be paid for in full by the Customer prior to the Goods being despatched. 12. GENERAL 12.1 Force Majeure The Company shall not be liable to the Customer in the event of failure todeliver in accordance with the relevant contract where such failure is due to anycause outside the Company’s control including (but not limited to) war, riot,strike, lock out or other industrial action, Act of God, fire, explosion, flood,confiscation, action of any government or government agency and in such eventthe Company shall be entitled at any time on fourteen days’ notice to theCustomer to make partial deliveries only or to determine the contract withoutprejudice in any case to rights accrued in respect of deliveries already made.12.2 Headings The headings are included for convenience only and shall not affect theconstruction of these Terms and Conditions.12.3 Installments Where the Goods are to be delivered by installments each installment shall bedeemed to be sold under a separate contract with rights and liabilities accruingaccordingly and all relevant payments shall be made on the relevant due date asa condition precedent to future deliveries.12.4 Notices Any notice to be given by the parties hereto shall be in writing and shall bedeemed to have been duly served if sent by prepaid post and addressed to theregistered office or last known place of business of the party upon whom it isserved and such notice shall be deemed to have been received two days afterbeing sent.12.5 Severability If any of the provisions of these Terms and Conditions are invalid orunenforceable the same shall not vitiate the remainder of these Terms andConditions and such Terms and Conditions shall be read and construed as if theoffending provisions were deleted therefrom.12.6 Lien All goods in the possession of the Company which may be the property of theCustomer shall be subject to a general lien from the Customer to the Company.If any monies due to the Company are not paid within fourteen days after noticehas been given to the Customer that such goods are detained they may be soldat the best price readily obtainable and at the expense of the Customer and theproceeds after payment of expenses of sale applied in or towards thesatisfaction of monies due to the Company and the Company shall not beresponsible whether in contract or tort for any loss in the value of such goodsdue to such sale.12.7 Waiver Any failure by the Company to enforce or require strict performance by theCustomer of any of these Terms and Conditions contained herein will notconstitute a waiver thereof by the Company nor affect nor prejudice the rights ofthe Company in any way in respect of the remedies open to the Company forany breach of the terms hereof.12.8 Sub-Contracting Unless otherwise agreed in writing the Company reserves the right to subcontract the fulfillment of the order (including any installation relating thereto)or any part thereof.12.9 Law ApplicableThese terms and conditions of sale and every contract to which they apply shallbe subject to and construed in accordance with the laws of England and theCustomer agrees that any disputes shall be submitted to the English courtswhich shall have sole jurisdiction in relation to any matter arising under or inconsequence of this contract. This condition is for the benefit of the Companyand shall not limit its right to take proceedings in any other court of competentjurisdiction. 13. DETERMINATION OF CONTRACT If the Customer shall make default in or commit a breach of these Terms andConditions or of any of its obligations to the Company or if any distress orexecution shall be levied upon the Customer’s property or assets or if theCustomer shall make or offer to make any arrangement or composition withcreditors or have a bankruptcy order made against him or if the Customer is alimited company any resolution or petition to wind up such company’s business(other than for the purposes of a bona fide amalgamation or reconstruction)shall be passed or presented or if a receiver, administrative receiver oradministrator of such company’s undertaking or assets or any part thereof shallbe appointed or if the Company reasonably apprehends that any of the eventsmentioned above is about to occur in relation to the Customer and notifies theCustomer accordingly, then if any goods have been supplied but not yet paid forthe Price shall immediately become due and payable notwithstanding anyprevious agreement or arrangement to the contrary and the Company shall havethe right forthwith to determine any contract then subsisting or suspend anyfurther deliveries or performance under such contract and upon written notice ofsuch determination being posted to the Customer’s last known address anysubsisting contract shall be deemed to have been determined without prejudice of any rights already accrued. |
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