ITS EASY LIMITED STANDARD TERMS
1 Definitions & Interpretation
In these Conditions, the following words shall have the following
meanings:
“Buyer”
means the person(s), firm or company who purchases the Goods from the
Seller;
“Contract”
means the contract between the Seller and the Buyer for the sale and
purchase of the Goods, incorporating these Conditions;
“Goods” means any goods agreed
in the Contract to be supplied to the Buyer by the Seller (including any
part or parts of them); and
“Order Form” means the Seller’s
standard order form for Goods.
“Seller” means ITS Easy Limited
of registered office at Spa House,
1.2 In these Conditions, references to the masculine include the
feminine and the neuter and to the singular include the plural and vice
versa as the context admits or requires.
1.3 In these Conditions, headings will not affect the construction of
these Conditions.
2 Application Of Terms
2.1 The Contract will be on these Conditions to the exclusion of all
other terms and conditions (including any terms or conditions which the
Buyer purports to apply under any purchase order, confirmation of order,
specification or other document).
2.2 Each order for Goods by the Buyer from the Seller shall be on an
Order Form and shall be deemed to be an offer by the Buyer to purchase
Goods subject to these Conditions.
2.3 No order placed by the Buyer shall be deemed to be accepted by the
Seller until a written acknowledgement of order is issued by the Seller
or (if earlier) the Seller delivers the Goods to the Buyer.
2.4 Any quotation is given by the Seller on the basis that no Contract
shall come into existence until a written acknowledgement of order is
issued by the Seller or (if earlier) the Seller delivers the Goods to
the Buyer. Any quotation is valid for a period of 30 days only from
its date, provided that the Seller has not previously withdrawn it.
3 Price & Payment
3.1 The price for the Goods (including delivery) shall be the price
set out in the Seller’s price list published on the date of delivery.
3.2 Payment of the price for the Goods is due within 21 days of the
date on delivery of the Goods.
3.3 If payment of the price or any part thereof is not made by the due
date, the Seller shall be entitled to charge interest on the outstanding
amount from the due date at the rate of 3% of the base lending rate of
Barclays
accruing on a daily basis until payment is made.
4 Description
4.1 All drawings, descriptive matter, specifications and advertising
issued by the Seller and any descriptions or illustrations contained in
the Seller’s catalogues or brochures are issued or published for the
sole purpose of giving an approximate idea of the Goods described in
them. They will not form part of this Contract.
5 Delivery
5.1 The Seller will deliver the Goods ordered by the Buyer to the
address for delivery specified in the Order Form.
5.2 Delivery will be made as soon as possible after the Buyer’s order is
accepted and in any event within 30 days of the date of the Order Form.
5.3 Any dates specified by the Seller for delivery of the Goods are
intended to be an estimate, and time of delivery shall not be made of
the essence by notice. If no dates are so specified, delivery shall be
within a reasonable time.
6 Risk/Title
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Seller
has received in full (in cash or cleared funds) all sums due to it in
respect of the Goods.
7 Liability
7.1 If the Goods delivered are damaged or defective or the delivery is
of an incorrect quantity, the Seller shall have no liability to the
Buyer unless the Buyer notifies the Seller in writing of the problem
within 10 working days of the delivery of the Goods.
7.2 If the Buyer does not receive the Goods ordered by it within 30 days
of the date of the Order Form, the Seller shall have no liability to the
Buyer unless the Buyer notifies the Seller in writing of the problem
within 40 days of the date of the Order Form.
7.3 If the Buyer notifies a problem to the Seller under either Condition
7.1 or Condition 7.2, the Seller’s sole and exclusive obligation will
be, at the Buyer’s option:
7.3.1 to
make good any shortage or non-delivery; or
7.3.2 to
replace or repair any Goods that are damaged or defective; or
7.3.3 to
refund to the Buyer the amount paid by the Buyer for the Goods in
whatever way the Seller chooses.
7.4 Save as precluded by law, the Seller will not be liable to the Buyer
for any indirect or consequential loss, damage or expenses (including
loss of profits, business or goodwill) howsoever arising under or in
connection with the Contract and the Seller shall have no liability to
pay any money to the Buyer by way of compensation other than to refund
to the Buyer the amount paid by the Buyer for the Goods under Condition
7.3.3 above.
7.5 The Buyer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase the Goods from the Seller. The Seller makes no representation and accepts no liability in respect of the export or import of the Goods.
7.6 The Seller will not be liable for loss of data
belonging to the Buyer. The Buyer must make sure data is backed up to a
suitable device or medium and is the Buyer's responsibility to make sure
that the data is backed up correctly.
7.7 Notwithstanding the foregoing, nothing in these Conditions is
intended to limit any rights the Buyer might have as a consumer under
applicable local law or other statutory rights that may not be excluded,
nor in any way to exclude or limit the Seller’s liability to the Buyer
for any death or personal injury resulting from the Seller’s negligence.
8 Notices
Unless otherwise expressly stated in these Conditions, all notices from
the Buyer to the Seller must be in writing and sent to the Seller at
11 Eagle Parade,
Buxton,
9 Events Beyond the Seller’s Control
The Seller shall have no liability to the Buyer for any failure to
deliver the Goods or any delay in doing so or for any damage or defect
to the Goods delivered that is caused by an event or circumstance beyond
the Seller’s reasonable control including, without limitation, strikes,
lock-outs and other industrial disputes, breakdown of systems or network
access, flood, fire, explosion or accident.
Some services supplied by the Seller are supplied by third party
companies i.e Broadband and Hosting services, the Seller has no control
over the level of service offered by third party companies.
10 Suspension of Services
The
Seller may (without prejudice to its other rights) upon notice to the
Buyer suspend the
provision of the
Services hereunder, in whole or in part with immediate effect for such
period as Seller may in its absolute discretion deem appropriate and
without giving any period to remedy any breach if under this Agreement:
(i) The Seller is obliged to comply with an order, instruction or
request of Government, an emergency services organisation, or other
competent administrative authority, including in particular (but not
limited to) OFCOM;
(ii) Seller needs to carry out work relating to upgrading or maintenance
of the Kingston Network including, without limitation, at the Buyer's
Sites or the Customer Site provided that the Seller will give the Buyer
the maximum period of notice (in writing) reasonably practicable in the
circumstances;
(iii) the Buyer fails to pay any sum due and owing to the Seller.
11 Invalidity
If any of these Conditions (or part of any of these Conditions) is
unenforceable (including any provision in which the Seller excludes its
liability to the Buyer) the enforceability of the remaining Conditions
(or remaining part of any Condition) will not be affected.
12 Third Party Rights
Notwithstanding any other provision of the Contract, nothing in the
Contract confers or purports to confer any right to enforce any of its
terms on any person who is not a party to it.
13 Entire Agreement
•
The
Contract sets out the entire agreement between the Seller and the Buyer.
Nothing said by any sales person on behalf of the Seller should be
understood as a variation of the Contract or as an authorised
representation about the nature or quality of the Goods. Save for fraud
or fraudulent misrepresentation, the Seller shall have no liability for
any such representation being untrue or misleading.
•
No
variation of or amendment to the Contract shall bind either party unless
made in writing and signed by the authorised representatives of both
parties.