Terms and Conditions
1. DEFINITIONS
1.1
"Customer" means the party identified as the Customer in this
Agreement to whom Communications Solutions UK Ltd may agree to supply
Products in accordance with these terms and conditions.
1.2
"Communications Solutions UK Ltd" means Communications Solutions
UK Ltd of 5 Woodside Business Park, Whitley Wood Lane, Reading, Berkshire,
RG2 8LW.
1.3
"Products" means products or services to be provided by
Communications Solutions UK Ltd to the Customer in accordance with these
terms and conditions.2.
ORDER ACCEPTANCE
2.1
All orders placed with Communications Solutions UK Ltd by the Customer for
Products shall constitute an offer to Communications Solutions UK Ltd,
under these terms and conditions, subject to availability of the products
and to acceptance of the order by Communications Solutions UK Ltd's
authorised representative.
2.2
All orders are accepted and Products supplied subject to these express
terms and conditions only. No amendment to these terms and conditions will
be valid unless confirmed in writing on or after the date hereof by
Communications Solutions UK Ltd's authorised representative.
2.3
It is agreed that these terms and conditions prevail over the Customer's
terms and conditions of purchase unless these latter terms and conditions
are amended by Communications Solutions UK Ltd in writing and signed by
Communications Solutions UK Ltd.3.
DELIVERY
AND RISK
3.1
The time for delivery of the Product and performance of the services is
not of the essence. Any time quoted for despatch is to be treated as an estimate only.
Despatch may be postponed because of conditions beyond Communications
Solutions UK Ltd's reasonable control, and in no event shall
Communications Solutions UK Ltd be liable for any damages or penalty for
delay in despatch or delivery.
3.2
Risk shall pass to the Customer at the time the Products are despatched by
Communications Solutions UK Ltd. Communications Solutions UK Ltd accepts
no liability for loss or damage caused by the carrier.
3.3
If Products have not been received, the Customer must notify
Communications Solutions UK Ltd within 7 days of the date of the invoice.
If proof of delivery is required, this must be requested within 14 days of
the date of the invoice.
3.4
Subject to clause 7.2, any request by the Customer for cancellation
of any order or for the rescheduling of any deliveries shall be at
Communications Solutions UK Ltd's sole discretion, and subject to a
reasonable administration charge. The Customer hereby agrees to indemnify
Communications Solutions UK Ltd against all loss, costs (including the
cost of labour and materials used and overheads incurred), damages,
charges and expenses arising out of the order and its cancellation or
rescheduling.4.
PRICING
4.1
Catalogues, price lists and other advertising literature or material as
used by Communications Solutions UK Ltd are intended only as an indication
as to the price and range of products offered and no prices, descriptions
or other particulars contained therein shall be binding on Communications
Solutions UK Ltd.
4.2
All prices are given by Communications Solutions UK Ltd at the time of the
order on an ex-works basis, in Sterling, unless otherwise agreed.
The Customer is liable to pay for
transport, packing and insurance.
4.3
All quoted or listed prices are based on the cost to Communications
Solutions UK Ltd of supplying the Products to the Customer. If before
delivery of the Products there occurs any increase in any way of such
costs in respect of Products which have not yet been delivered, the price
payable may be subject to amendment without notice at Communications
Solutions UK Ltd's discretion.
4.4
All prices are exclusive of Value Added Tax and any similar taxes. All
such taxes are payable by the Customer and will be supplied in accordance
with UK legislation in force at the tax point date.5.
PAYMENT TERMS
& PROPERTY IN THE GOODS
5.1
Invoices will be raised and dated by Communications Solutions UK Ltd on
the date of despatch of the Products. Unless otherwise specifically requested
and agreed, invoices will be payable by the Customer, 30 days from the
date of invoice. Payments which are not received when payable, will be
considered overdue and remain payable by the Customer, together with interest
for late payment from the date payable at the rate of 8% per annum above
the base rate for the Bank of England. Such interest shall accrue on a
daily basis and be payable on demand after, as well as before, judgement.
We understand and will exercise our statutory right to interest and compensation
for debt recovery costs under the late payment legislation if we are not
paid according to agreed credit terms.
5.2
When all prices, taxes and charges due in respect of the Products
and any Products supplied previously to the Customer have been paid in
full, title to the Products shall only then pass to the Customer.
5.3
Notwithstanding despatch and the passing of risk in the Products to the
Customer pursuant to Clause 3, or any other provision of these conditions,
the property of the Products shall not pass to the Customer until
Communications Solutions UK Ltd has received cash or cleared funds payment
of the price of the Products and all of the Products agreed to be sold by
Communications Solutions UK Ltd to the Customer for which payment is then
due.
5.4
Until such time as the property in the Products passes to the Customer,
the Customer shall hold the Products as Communications Solutions UK Ltd's
fiduciary agent and bailee, and shall keep the Products properly stored,
protected and insured and identified as Communications Solutions UK Ltd's
property. Until that time the Customer shall be entitled to resell or use
the products in the ordinary course of its business, but shall account to
Communications Solutions UK Ltd for the proceeds of sale or otherwise of
the Products, whether tangible or intangible, including insurance
proceeds, and shall keep all such proceeds separate from any monies or
properties of the Customer and third parties and, in the case of tangible
proceeds, properly stored, protected and insured.
5.5
Until such time as the property in the Products passes to the Customer
(and provided that the Products are still in existence and have not been resold),
Communications Solutions UK Ltd shall be entitled at any time to require
the Products to be delivered to Communications Solutions UK Ltd and, if
the Customer fails to do so forthwith, to enter upon any premises of the
Customer or any third party where the Products are stored and repossess
the Products.
5.6
The Customer's power of sale or right to use such Products shall
immediately cease if an Administrative receiver is appointed over all or
any part of its assets or if it is adjudicated bankrupt or enters
liquidation whether compulsory or voluntary, or if the Customer makes an
arrangement with its creditors, or generally becomes unable to pay its
debts within the meaning of the Insolvency Act 1986.
5.7
On termination of the Company's power of sale or right to use the Products
the Customer will immediately hold the Products to the order of
Communications Solutions UK Ltd.
5.8
The Customer shall not be entitled to pledge or in anyway charge by way of
security for any indebtedness any of the Products which remain the
property of Communications Solutions UK Ltd, but if the Customer does so,
all monies owing by the Customer to Communications Solutions UK Ltd shall
(without prejudice to any other right or remedy of Communications
Solutions UK Ltd) forthwith become due and payable.
5.9
Communications Solutions UK Ltd reserves the right to cease supplies of
Products to the Customer at any time. On such cessation of supplies,
Communications Solutions UK Ltd reserves the right to withdraw any credit
facility such that the whole of the Customer's account becomes due for
payment forthwith.
6.
SPECIFICATION OF PRODUCTS
6.1
Communications Solutions UK Ltd will not be liable in respect of any loss
or damage caused by or resulting from any variation for whatsoever reason
in the manufacturer's specifications or technical data and will not be
responsible for any loss or damage resulting from curtailment or cessation
of supply following such variation. Communications Solutions UK Ltd will
use its reasonable endeavours to advise the Customer of any such impending
variation as soon as it receives any such notice thereof from the
manufacturer.
6.2
Unless otherwise agreed, the Products are supplied in accordance with the
manufacturer's standard specifications as these may be improved,
substituted or modified. Communications Solutions UK Ltd reserves the
right to increase its quoted or listed price, or to charge accordingly in
respect of any orders accepted for Products of non-standard specifications
and in no circumstances will it consider cancellation of such orders or
the return of such Products.7.
RETURNS
7.1
Communications Solutions UK Ltd reserves the right to levy an
administration charge in respect of returns.
7.2
Returns must be made subject to the following:
(a)
Prior authority having been obtained from Communications Solutions UK Ltd
which will be given at Communications Solutions UK Ltd's sole discretion;
(b)
Within 30 days of the date of the invoice;
(c)
The Product must be properly packed;
(d)
The Product must be in a saleable condition;
(e)
The Product must be accompanied by a detailed packing list;
(f)
The Product is still covered by warranty (see Section 8).
7.3
Communications Solutions UK Ltd reserves the right to reject any Products
that do not comply with the conditions set out in clause 8.2.
7.4
If Communications Solutions UK Ltd nevertheless agrees to accept any
Products returned which are not in a saleable condition, Communications
Solutions UK Ltd reserves the right to charge the cost to the Customer of
bringing the Products into a saleable condition.8.
WARRANTY
8.1
Communications Solutions UK Ltd warrants to the Customer that it has good
title to supply the products.
8.2
If any part of the Products should prove defective in materials or
workmanship under normal operation or service, such Products will be
repaired or replaced only in accordance with any warranty cover or terms
as provided by the manufacturer of the Products, PROVIDED THAT no
unauthorised modifications to the Product have taken place and that the
fault is not attributable to the misuse of the Product by the Customer. Communications Solutions UK Ltd is
not responsible for the cost of labour or other expenses incurred in
repairing or replacing defective or non-conforming parts.
8.3
If the Products are rejected by the Customer as not being in accordance
with the Customer's order pursuant to clause 8.2, Communications Solutions
UK Ltd will only accept the return of such Products provided that it
receives written notification thereof giving detailed reasons for
rejection. Communications Solutions UK Ltd will not consider any claim for
compensation, indemnity or refund under liability, if any, has been
established or agreed with the manufacturer and where applicable the
insurance company. Under no circumstances shall the invoiced Products be
deducted or set off by the Customer until Communications Solutions UK Ltd
has passed a corresponding credit note.
8.4
Any claim against Communications Solutions UK Ltd whether in contract or
in tort shall be limited to an amount by liquidated damages equal to the
invoice value of the Product in respect of which the claim is made.
9.
INDEMNITIES AND LIMITS OF LIABILITY
9.1
Communications Solutions UK Ltd shall not be liable for:-
(a) Non
performance of the product for any reason beyond the control of
Communications Solutions UK Ltd;
(b) Any
form of loss of profits, consequential damage, or loss (except only death
or personal injury) whether arising from negligence fraud breach of
contract or otherwise;
(c) The
cost of removing defective products or of fitting replacements or of
redelivering them to the Customer and the products shall remain at the
Customers risk throughout.
9.2
Except as expressly provided to the contrary under this agreement all
other guarantees, warranties, and conditions (including any such as to
fitness for purpose or quality) whether express or implied by law or
otherwise are hereby expressly excluded.
9.3
The Customer must in every case afford Communications Solutions UK Ltd a
reasonable opportunity to inspect the products after notice of the defect
has been given.
9.4
The Customer agrees upon demand to indemnify Communications Solutions UK
Ltd against all losses, damages, injury, costs and expenses of whatever
nature suffered by Communications Solutions UK Ltd to the extent that the
same are caused by, or related to,
(a)
Designs, drawings or specifications given to Communications Solutions UK
Ltd by the Customer in respect of the Product;
(b)
Defective materials or goods supplied by the Customer to Communications
Solutions UK Ltd and incorporated by Communications Solutions UK Ltd in
the Product; or
(c)
The improper incorporation, assembly, use, processing, storage or handling
of the Product by the Customer.
10.
TERMINATION FOR CAUSE
This
agreement may be terminated forthwith by notice in writing:
10.1
By Communications Solutions UK Ltd if the Customer fails to pay any sums
due hereunder by the due date notwithstanding the provisions for late
payment as in clause 5.1.
10.2
If either party fails to perform any of its obligations under this
Agreement and such failure continues for a period of 14 days after written
notice thereof, by the other party.
10.3
If either party is involved in any legal proceedings concerning its
solvency, or ceases trading, or commits an act of bankruptcy or is
adjudicated bankrupt or enters liquidation, whether compulsory or
voluntary, other than for the purposes of an amalgamation or a
reconstruction, or makes an arrangement with creditors or petitions for an
administration order or has a Receiver or Manager appointed over all or
any part of its assets or generally becomes unable to pay its debts within
the meaning of Section 123 of the Insolvency Act 1986, then without
prejudice to any other rights or remedies available to it, the other party
shall have the right to terminate this Agreement forthwith.
10.4
Any termination of this Agreement pursuant to this clause shall be without
prejudice to any other rights or remedies a party may be entitled to
hereunder or at law, and shall not affect any accrued rights or
liabilities of either party.11.
CONTRACT
11.1
The headings in this Agreement are for ease of reference only and shall
not affect its interpretation or construction.
11.2
No forbearance, delay, indulgence by either party in enforcing its
respective rights shall prejudice or restrict the rights of that party,
and no waiver of any such rights or of any breach of any contractual terms
shall be deemed to be a waiver of any other right or any later breach.
11.3
The Customer agrees not to assign any of its rights herein without the
prior written consent of Communications Solutions UK Ltd.
11.4
In the event of any of these terms and conditions or any part of them
being judged illegal or unenforceable for any reason, the continuation in
full force and effect of the remainder of them shall not be prejudiced.
11.5
Neither party shall be liable to the other for any delay in failure to
perform its obligations hereunder (other than a payment of money) where
such delay or failure results from non availability of any products, force
majeure, act of God, war, fire, explosion, accident, industrial dispute or
any cause beyond its reasonable control.
11.6
Any documents or notices given hereunder by either party to the other must
be in writing and may be delivered personally or by recorded or special
delivery and in the case of post will be deemed to have been given 2
working days after the date of posting. Documents or notices shall be
delivered or sent to the addresses of the parties as detailed on the
account application form or to any other address notified in the normal
course of trading in writing by either party to the other for the purpose
of receiving documents or notices after the date of this Agreement.
11.7
These terms and conditions shall be shall be interpreted and operate as an
English Contract and any dispute hereunder shall be subject to the
jurisdiction of the English Courts. Communications Solutions UK Ltd
5 Woodside Business Park
Whitley Wood Lane
Reading
Berkshire
RG2 8LW
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