Standard Terms and Conditions for sale of goods of Digicon Solutions Limited.
1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1“Buyer” means the organisation or person who buys Goodsor Servicesfrom the Seller;
1.2“Goods” means the Articles, Productsor Servicesto be supplied to the Buyer the Seller;
1.3“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright,
trade marks, know–how and all other formsof intellectual property wherever in the world enforceable;
1.4“List Price” means the list of prices of the Goodsand Servicesmaintained by the Seller as amended
from time to time;
1.5“Seller” means Digicon Solutions Limited, having a trading office at Unit 4, Marina Court, Hinckley,
Leicestershire, LE10 3BF
2 GENERAL
2.1These Terms and Conditions shall apply to all contracts for the sale of Goodsand Servicesby the
Seller to the Buyer to the exclusion of all other terms and conditions referred to,offered or relied on by
the Buyer whether in negotiation or at any stage in the dealings between the parties, including any
standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing,
separately from such terms, thatit wishes such terms to apply and this has been acknowledged by the
Seller in writing.
2.2Any variation to these Terms and Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
3.1The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in
writing. The price is exclusive of VAT or any other applicable costs and carriage.
3.2Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date
of receipt of the invoice supplied by the Seller unless otherwise agreed in writing.
3.3The Seller shall be entitled to charge interest on overdue invoices from the date when payment
becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate
of Barclays Bank plc.
3.4If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled
to:
3.4.1require payment in advance of delivery in relation to any Goodsor Servicesnot previously
delivered;
3.4.2refuse to make delivery of any undelivered Goodsor Serviceswhether ordered under the contract
or not and without incurring any liability whatever to the Buyer for non–delivery or any delay in delivery;
3.4.3terminate the contract.
4 DESCRIPTION
Any description given or applied to the Goodsor Servicesis given by way of identification only and the
use of such description shall notconstitute a sale by description. For the avoidance of doubt, the Buyer
hereby affirms that it does not in any way rely on any description when entering into the contract.
5 SAMPLE
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that
such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the
quality of the bulk, and not so as to constitute asale by sample.
6 DELIVERY
6.1Unless otherwise agreed in writing, delivery of the Goodsor Servicesshall take place at the address
specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements
necessary to take delivery of the Goodsor Serviceswhenever they are tendered for delivery.
6.2The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the
essence of the contract.
6.3If the Seller is unable to deliver the Goodsor Servicesfor reasons beyond its control, then the Seller
shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer
shall be liable for any expense associated with such storage.
6.4The Seller may deliver the Goodsor Servicesby separate installments. Each separate installment
shall be invoiced and paid forin accordance with the provisions of the contract. Each installment shall be
a separate contract and no cancellation or termination of any one contract relating to an installment
shall entitle the buyer to repudiate or cancel any other contract or installment.
7 RISK
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s
premises. Where the Buyer chooses to collect the Goods itself or by a nominated courier, risk will pass
when the Goods are entrusted to it orset aside for its collection, whichever happens first.
8 TITLE
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9 WARRANTY
9.1 Where the Goods have been manufactured by the Seller and are found tobe defective, the Seller
shall repair, or in its sole discretion, replace defective Goods free of charge within 12 months from the
date of delivery, subject to the following conditions:
9.1.1the Buyer notifying the Seller in writing immediately upon thedefect becoming apparent;
9.1.2the defect being due to the faulty design, materials or workmanship of the Seller.
9.2Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so
requested by the Seller.
9.3Wherethe Goods have been manufactured and supplied to the Seller by a third party, any warranty
granted to the Seller in respect of the Goods shall be passed on to the Buyer.
9.4The remedies contained in this Clause are without prejudice to the other Terms and Conditions
herein, including, but without limitation, Clauses 10 and 11 below.
10 LIABILITY
10.1No liability of any nature shall be incurred or accepted by the Seller in respect of any representation
made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making
of this contract where such representations were made or given in relation to:
10.1.1the correspondence of the Goodsor Serviceswith any description;
10.1.2the quality of the Goodsor Services; or
10.1.3the fitness of the Goodsor Servicesfor any purpose whatsoever.
10.2No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term
of this contract where such term relates in any way to:
10.2.1the correspondence of the Goods with any description;
10.2.2the quality of the Goods; or
10.2.3the fitness of the Goodsor Servicesfor any purpose whatsoever.
10.3All implied terms, conditions or warranties as to the correspondence of the Goodsor Servicesto
any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose
whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
11 LIMITATION OF LIABILITY
11.1Where anycourt or arbitrator determines that any part of Clause 10 above is, for whatever reason,
unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount
not exceeding the contract price.
11.2Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the
liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its
employees or agents.
12 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement
shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all
that is reasonably necessary to ensure that such rights vestin the Seller by the execution of appropriate
instruments or the making of agreements with third parties.
13 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not limited to
acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or
unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a
reasonable extension of its obligations. If the delay persists for such time as the Seller considers
unreasonable, it may, without liability on its part, terminate the contract.
14 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any
partnership or joint venture between the parties and nothing in these Terms and Conditions shall be
deemed to construe either of the parties as the agent ofthe other.
15 ASSIGNMENT AND SUB–CONTRACTING
The contract between the Buyer and Seller for the sale of Goodsor Servicesshall not be assigned or
transferred, nor the performance of any obligation sub–contracted, in either case by the Buyer, without
theprior written consent of the Seller.
16 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and
Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all
Terms and Conditions of this Agreement.
17 SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed
with the invalid, illegal or unenforceable provision eliminated.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of E
Frequently Asked Questions
- Full site drive inventory including risk analysis
- Regular Planned Preventative Maintenance (PPM) site visits including drive health checks and parameter settings optimisation
- Drive replacement/installation, start up and commissioning 24-hour telephone support
- Nationwide coverage from our in-house installation and service team
- Guaranteed response times to site
- Advantageous service rates
- Provision of parts management solutions and strategic spares held on-site or in our managed stores
- On site or scheduled training courses and seminars developed to meet clients exact needs