|
Terms
and Conditions of Sales
1.
Definitions and General
1.1 In
these terms and conditions:
"User Guides"
means
User Guides.co.uk
Victoria Villas
16 The Hollins
Holloway
Matlock
Derbyshire
DE4 5BA
UK company registration 6215671 or any Subsidiary
"Agreement" means the agreement however made for the supply of Goods and or
Services by User Guides to the Customer
"Customer" means the party to whom User Guides has agreed to provide the Goods and
Service including its employees agents and servants
"Goods"
means any equipment purchased by the Customer including hardware, software
and any other material supplied by User Guides
"Force
Majeure" shall include without prejudice to the generality of the expression
act of God war, riots insurrection, governmental regulations, legal
restrictions embargoes strikes labour disputes shortages of materials fire
floods tempest or any other cause or event outside of the control of User Guides
howsoever caused or arising
"Service" means the Service supplied or to be supplied by User Guides to the
Customer under a Hardware Maintenance Agreement
"Subsidiary" means a subsidiary as defined by s736 of the Companies Act 1985
or any company where the members of User Guides hold not less than twenty per
centum of the issued and fully paid shares
2.
Terms and Conditions
2.1
These Terms and Conditions of Sale shall be incorporated into all Contracts
of Sale made by User Guides for the sale of any Goods. Any printed or other terms
or conditions used by the Customer are excluded and User Guides shall not be bound
by any terms or conditions in the Customer's order. If the Customer's order
contains any terms and conditions then these Terms and Conditions of Sale
shall take precedence over such terms and conditions in the Customer's order
which shall be deemed deleted without notice.
2.2 The
employees of User Guides are not authorised to make oral representations as to the
description quality or fitness for any particular purpose of the Goods
supplied under the Agreement. If a representation is made or an opinion
expressed orally which materially affects the Customer's decision to
purchase the Goods, the Customer must ensure that any such details are
confirmed in writing by a Director of User Guides so as to form part of this
Agreement otherwise no liability can be accepted.
2.3 All
descriptions and other information contained in sales literature
advertisements and quotations may include information received from User Guides's
suppliers and agents and User Guides cannot be held responsible for any inaccuracy
in their information passed on in good faith.
2.4 Any
typographical clerical or other error or omission in any sales literature
advertisements quotations price lists acceptance of offer invoices delivery
note or any other document or information issued by User Guides shall be subject to
correction without any liability on the part of User Guides.
2.5
Acceptance of delivery of the Goods shall be deemed conclusive evidence of
the Customer's acceptance of these Conditions.
3.
Price
3.1
User Guides's sales literature, price lists, other advertising literature or other
material do not constitute an offer unless expressed in a fixed quotation
open for a specific period and User Guides reserves the right to withdraw or revise
the same at any time prior to the Agreement.
3.2
Unless otherwise expressly provided the price is exclusive of:-
3.2.1
maintenance installation training travelling hotel expenses or any other
expense
3.2.2
Value Added Tax and any other United Kingdom tax or duty payable.
3.2.3
Customs and Excise duties, import or export duties and all other taxes,
tariffs and surcharges of any nature imposed or levied in any country or
territory.
and the
value of any such items shall be added to the Price paid by the Customer
with the costs referred to in subclause 3.2.1 of this clause charged at
User Guides's standard charges from time to time in force.
3.3
Where the Goods are not paid for in full at the time the Customer enters
into the Agreement or unless expressly provided in writing payment for the
Goods shall be due in full without set-off or deduction within seven days of
User Guides's invoice.
3.4
Where payment becomes overdue (and without prejudice to the rights which
User Guides may have) User Guides shall be entitled to charge interest at the rate of 3%
per month over the Base Rate of HSBC Bank Plc from time to time in force on
a daily basis to be liable from the due date for payment thereof until
receipt by User Guides of the full amount whether before or after Judgment.
3.5 If
it is agreed that the Price shall be payable by instalments, in the event of
a failure by the Customer to pay any instalment on the due date the whole of
the balance of the price shall become due and payable forthwith.
3.6 In
the case of death, permanent incapacity, bankruptcy or insolvency of the
Customer or when the Customer is a limited company in the case of a
liquidation or the appointment of a receiver, the outstanding balance of the
purchase price of all goods invoiced and for delivery by User Guides to the
Customer prior to the date of the relevant event shall immediately become
due and payable from the Customer to User Guides.
3.7 On
the happening of any events in the subclauses 3.5 or 3.6 above User Guides (in
addition and without prejudice to its other rights referred to in this
clause) will have the right to cancel every contract made with the Customer
and/or to suspend or continue delivery of the goods at User Guides's option without
prejudice to User Guides's right to recover damages for any loss sustained by them.
3.8 Any
discounts agreed by User Guides and the Customer shall cease to apply if there is
any default by the Customer of the specific terms agreed. The Customer
accepts that any such default on his part or in the event of collection
being ordered by a Court, the full amount of the contract price will be
payable by the Customer to User Guides.
4.
Availability and Delivery
4.1
Acceptance and completion of an order is subject always to the goods which
have been ordered being available and User Guides shall be under no liability for
delay or non-performance caused either by the goods being not available or
by any circumstances beyond User Guides's control.
4.2
Time of delivery of the goods is not to be the essence of any Agreement. Any
date for delivery given by User Guides is the best estimate that can be made and
User Guides shall not be liable for any loss or damage (whether direct or
consequential) caused by delivery being after the quoted date. Any delay in
delivery cannot be used by the Customer as grounds for the cancellation of
the Agreement.
4.3
Where goods contracted for are delivered in instalments each delivery shall
be deemed to be the subject of a separate enforceable Agreement.
5. Risk
5.1
Goods the subject of any Agreement by User Guides to sell shall be at the risk of
the intending Customer as soon as they are delivered by User Guides to the Customer
at User Guides's premises the Customer's vehicles or premises or otherwise to the
Customer's order.
5.2 The
intending Customer acknowledges that the Customer is in possession of goods
solely as bailee for User Guides until such time as the full Price thereof is paid
to User Guides and until the price is paid to User Guides in full the property in the
Goods shall remain the sole and absolute property of User Guides as legal and
equitable owner.
5.3
Until such a time as the intending Customer becomes the owner of the goods
the Customer will store them on his premises separately from the Customer's
own goods or those of any other person and in a manner which makes them
readily identifiable as the goods of User Guides.
5.4 The
intending Customer's right to possession of the goods shall cease if he, not
being a company, commits an available act of bankruptcy or if he, being a
company, does anything or fails to do anything which would entitle any
person to present a Petition for winding-up. User Guides may for the purpose of
recovery of its goods enter upon any premises where they are stored or where
they are reasonably thought to be stored and may repossess the same.
5.5 If
goods the property of User Guides are admixed with goods the property of the
intending Customer or are processed with or incorporated therein, the
produce thereof shall become and/or shall be deemed to be the sole and
exclusive property of User Guides. If goods the property of User Guides are admixed with
goods the property of any other person other than the intending Customer or
are processed with or incorporated therein, the produce thereof shall become
or shall be deemed to be owned in common with that other person.
5.6 The
intending Customer shall be at liberty to agree to sell on any product
produced from or with User Guides's goods on the express condition that such an
agreement to sell shall take place as agents and bailees for User Guides whether
the intending buyer sell on his own account or not and that the entire
proceeds therefore are held in trust for User Guides and are not mingled with any
other monies and shall at all times be identifiable as User Guides's monies.
5.7 At
any time after default by the Customer in paying for goods supplied on a
demand by User Guides any goods which User Guides has not received payment in full shall
be returned to User Guides. The Customer hereby gives a licence to User Guides and its
employees agents servants and suppliers to enter on to any premises of the
Customer for the purpose of removing any goods in such event.
6.
Assignment
The
Customer shall not assign his interest in this Agreement
7.
Waiver
No
waiver or modification of the Terms of this Agreement shall be binding upon
User Guides unless made in writing and signed by a Director of User Guides.
8.
Force Majeure
If
performance of User Guides is delayed or hindered by circumstances outside its
control or amounting to Force Majeure as defined in the Agreement the
following provisions shall apply.
8.1
User Guides will as soon as reasonably practicable give the Customer notice of the
reasons of the delay or hindrance and failing to give such notice will not
prevent User Guides relying on the remaining provisions of this clause and User Guides
will incur no liability for failure to give such notice.
8.2
User Guides's duty to inform shall be suspended for as long as the circumstances
amounting to Force Majeure continue and the time for performance of User Guides's
obligations shall be extended by a period equal to the duration of those
circumstances.
9.
Faulty Goods and Defects
9.1
User Guides will only supply and use materials and goods within the scope of
published specifications from appropriate manufacturers and suppliers but
the Goods are supplied subject to any conditions of sale relating thereto by
the relevant manufacturer or supplier. Where any materials or goods being
faulty User Guides's liability in respect of such faults will be limited to such
amount (if any) as it may be able to recover from the manufacturer or
supplier within a period of one year from the date of purchase of the Goods
from User Guides by the Customer unless otherwise expressly provided in writing by
User Guides.
9.2
User Guides will repair the Goods if they become defective within one year of
purchase and the repair will include the supply of labour parts and
materials provided the Customer at his cost returns the Goods to User Guides's
premises but where such defects arise and are notified to User Guides more than one
year but less than three years from the date of purchase User Guides will where the
Customer returns the Goods at his cost repair the Good provided the cost of
the parts and materials are paid by the Customer at the price set out in
User Guides's retail price list in force at the date of completion of repairs.
Following repair User Guides shall return the Goods to the Customer and where Goods
are delivered to mainland UK the cost of delivery shall be borne by User Guides.
9.3
Save as expressly provided in the Agreement no statutory or other warranty
condition description or representation of any kind whatsoever on the part
of User Guides including (but not limited to) any such as to the merchantability or
fitness for any purpose of the goods supplied under the Service or the
Service is given or to be implied by the Agreement nor is any such warranty
description condition or representation to be taken to have been given or
implied from anything said or written in negotiations between User Guides and the
Customer or their respective representatives prior to this Agreement.
9.4
Save as aforesaid User Guides shall be under no liability whatsoever to the
Customer howsoever arising including but not limited to liability arising
from User Guides negligence or that or any person for whom User Guides is vicariously
liable.
9.5
User Guides shall have no liability for destruction or damage to the Customer's
data howsoever arising including defects in the Goods and for repair or
Service undertaken by User Guides.
10.
Indemnity
10.1
The Customer agrees to indemnify User Guides against any damages losses costs
claims or expenses incurred by User Guides in respect of any claim brought against
User Guides by any third party for
10.1.1
any loss injury or damage wholly or partly caused by the Goods or its use
10.1.2
any loss injury or damage in any way connected with the performance of this
Agreement
11.
Intellectual Property
The
Customer is responsible for ensuring that the software is suited to the
Customers intended purpose notwithstanding any information which may have
been given to the Customer by User Guides in connection with any software purchased
by the Customer for use with the Goods. It is the responsibility of the
Customer to ensure that the terms of any licence required to operate the
software are satisfactory and the purchase and use thereof by the Customer
is subject to the terms and conditions (if any) of the software supplier or
any party who has any property rights attaching thereto.
12.
Export Limitation
Having
regard to the current statutory or other United Kingdom government
regulations in force from time to time and in the case of products
manufactured in the United States of America to the current export rules and
regulations of the United States Department of Commerce in force from time
to time and regardless of any disclosure made by the Customer to User Guides of an
ultimate destination for any products, the Customer will not export or
re-export directly any products without first obtaining all such written
consents or authorisations as may be required by any applicable government
regulations.
13.
Insolvency of Customer
13.1
This clauses applies where:
13.1.1
The Customer makes any voluntary arrangements with its creditors or becomes
subject to an administration order or (being an individual or firm) becomes
bankrupt or (being a company) goes into liquidation (otherwise than for the
purposes of amalgamation or reconstruction)
13.1.2
An encumbrancer takes possession or a receiver is appointed of any of the
property or assets of the Customer
13.1.3
The Customer ceases or threatens to cease to carry on business
13.1.4
User Guides reasonably apprehends that any of the events mentioned above is about
to occur in relation to the Customer and notified the Customer accordingly
13.2 If
this clause applies then without prejudice to any other right or remedy
available to the Customer User Guides shall be entitled to cancel the contract or
suspend any further deliveries under the contract without any liability to
the Customer and if the Goods have been delivered but not paid for the price
shall become immediately due and payable that despite any previous
arrangement or agreement to the contrary.
14.
Severability
In the
event that any of these Conditions or any part of any of them shall be held
to be invalid or unenforceable, such invalidity or unenforceability of such
condition or part thereof shall not affect the validity and enforceability
of all remaining Conditions and parts of Conditions.
15.
Software
15.1
Where the Goods include software and the Customer has been furnished with
the developer's software licence, the Customer shall once having opened the
packaging in which the software and licence is delivered be liable for
payment in full to User Guides
15.2 In
the absence of the developer's software licence being furnished, the
Customer shall accept a non-exclusive, non-transferable licence to use the
software as provided in these Conditions and subject to the further
provisions of Condition 15.3 and 15.4
15.3
The Customer shall not copy (other than for normal equipment operation),
reproduce, translate, adapt, vary or modify the software or communicate any
part of it to a third party without the prior written consent of User Guides.
15.4
The licence granted by Condition 15.2 shall continue until or unless:-
15.4.1
either party gives to the other one month's prior written notice of
termination on or before the expiry of which the Buyer shall return or
destroy the software as User Guides shall direct which notice may only be given by
User Guides if the continued use or possession of the Software by the Customer
infringes the developer's third party rights or if User Guides is required to give
notice by law
15.4.2
User Guides terminates the licence immediately if the Customer fails or has failed
to comply with any term of condition of the Agreement including (without
limitation) breach of copyright, patent or confidentiality.
16.
General
16.1
The Customer represents and warrants that it is duly authorised and
empowered to enter into this Agreement and that such authority shall
continue during the term of this Agreement.
16.2
This Agreement represents the entire Agreement between the parties. Each
party warrants that no representation has been made which had induced the
other to enter into this Agreement.
16.3
Side headings are for convenience only and shall not affect the construction
of the conditions of this Agreement.
16.4 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, nor shall any single or
partial exercise of any such power or right preclude any other further
exercise of any other power or right.
16.5
This Agreement shall be governed by the law of England and the Customer
hereby submits to the non-exclusive jurisdictions of English Courts.
16.6
Any notice given under this Agreement by either party to the other must be
in writing and may be effected by personal delivery, fax or registered mail
postage and shall in the case of fax be deemed to be received on the same
date as it was sent and in the case of postage within 48 hours after the
date of posting. Notices sent by post shall be sent to the addresses of the
parties set out overleaf or to another address notified in writing to the
other for such purpose after the date of this Agreement.
17.
Distance selling regulations
17.1
Under the Distance Selling Regulations the customer has the right to cancel
the order for any item purchased and claim a full refund. This right does
not apply in the case of software where the seal has been broken. To cancel
your order you must notify User Guides as required in Clause 17.2 within seven
working days following the day of delivery. You must return the product to
us as required by these Terms but if you do not or if you return the product
at our expense we may charge you the reasonable costs of returning a product
except in the case of cancellation of substitute products.
17.2
Should you wish to exercise your rights under the Distance Selling
Regulations your order may only be cancelled in writing, by fax or by
e-mail. Telephone cancellations cannot be accepted.
17.3
The goods must be returned in an unused and re-saleable condition. You are
responsible for the cost of safe carriage back to us. The product should be
packed in its original packaging. It is essential that there is no damage to
any part of packaging. Care must be taken when packing products for transit.
You are advised to arrange for adequate insurance to cover the product
during its return journey.
17.4
The product should be returned within seven working days from the date we
receive your cancellation. If you are unable to return the product to us
within seven working days you must contact us to arrange a collection that
will be at your cost.
17.5
You may cancel Services in the same way, within seven days of purchase,
unless the services begin sooner. The Distance Selling Regulations do not
apply to financial and insurance services.
17.6
Software can only be returned if the seal on the product is completely
intact. User Guides will not refund for any software when the licence has been
activated or agreed by the customer. The only exception to this is if the
software is faulty or misdescribed. Should this be the case, please contact
User Guides
|
