GENERAL
1. In these Conditions of Sale:
"The Company" means JLA Computer Services Limited "the
Buyer" means the person, firm or company ordering or buying
goods from the Company.
"The Goods" means the goods the subject matter of the
relevant order or contract for sale.
2. No contract in respect of the Goods between the Company and
the Buyer shall exist until the Buyers order has been accepted
by the Company. In the event that the Buyer's order seeks to make
the sale subject to terms different from these conditions, acceptance
of the Buyers order by the Company (whether or not such acceptance
is accepted by formal order acknowledgement) shall be deemed to
be a fresh offer by the Company on the basis of these conditions.
In which event (unless these conditions are accepted by the Buyer
prior to delivery) acceptance of delivery of the Goods by the
Buyer shall constitute acceptance of the Company's offer and the
Contract of Sale shall be formed at that moment. No conditions
or terms stipulated in any other communication or document shall
vary or annul any of those conditions except insofar as the same
are expressly consented to in writing by the Company.
PRICE
3. Quoted prices include the cost of normal packaging but exclude:-
delivery, transit insurance (which are charged at extra cost),
unless stated otherwise VAT, or installation charges (where applicable).
Any work carried out additional to that specified in the relevant
quotation or order, whether experimentally or otherwise, shall
be charged.
4. The prices for the goods shall be those ruling at the date
of dispatch and the Company reserves the right to amend its quoted
prices at any time prior to the date of dispatch.
DESPATCH AND PAYMENT
5. (a) Unless otherwise specified the price quoted is packed ex
our warehouse. An extra charge will be levied to cover delivery
and insurance costs. A charge may be made to cover any extra costs
involved for delivery to a different address.
(b) Should expedited delivery be agreed an extra may be charged
to cover any overtime or any other additional costs involved.
(c) Should work be suspended at the request of or delayed through
any default of the Buyer for a period of 21 days the Company shall
then be entitled to payment for work already carried out, materials
specially ordered and other additional costs including storage.
(d) Where The Buyer makes payment using credit, debit or any other
form of card based payment method The Company reserves the right
to perform any checks it deems necessary to ensure the security,
validity and legality of any payment. The Company at its sole
discretion reserves the right to delay shipment or depatch of
The Goods until such times as these checks have been carried out
to the satisfaction of The Company. The Company acknowledges that
these checks should take no longer than seven bank working days.
The Company reserves the right to refuse any payment made by The
Buyer without giving reason to The Buyer.
(e) In the event that The Company refuses to accept a payment
of The Buyer, The Company will attempt to either (1) contact The
Buyer to arrange an alternative payment method (2) contact and
notify The Buyer that The Company has cancelled the order and
that no payment has made, charged, levied or otherwise claimed
in respect of the goods. However The Company reserves the right
to claim from The Buyer any costs incurred as the result of clause
(d)
CREDIT POLICY AND PAYMENT INFORMATION
6. Payment must be made with all orders unless a valid credit
account is active. If you do not have a credit account open with
us please ask for a credit application form. Accounts usually
take between 10 and 30 days to set up, but this period can be
reduced if this is specifically requested. Our Account Controllers
will be pleased to assist with any problems related to credit.
We are pleased to offer credit terms to qualified parties. Our
credit terms are 7 days net from date of invoice. Statements are
sent out at monthly intervals to enable you to check your current
invoices paid and due. Accounts with overdue balances will be
placed on credit hold. This means that no further goods will be
shipped and all support and repair/warranty services withdrawn
until the account is brought into order. Repeated failure to keep
to our credit terms will result in the permanent loss of credit
facility.
Where any account remains unpaid after 30 days we reserve the
right to charge interest monthly, at a rate not less than 10%
above bank base rate, on the total amount due.
Where any payment is returned by The Company bankers, for any
reason, as unpaid we reserve the right to make a charge of not
less than £28.50 for each and every payment returned.
When any account is deemed by The Company to be in arrears, we
reserve the right to charge not less than £30.00 for each
letter of communication we need to send to the Buyer in order
to collect any due payments.
The Company reserves the right comply without notification to
The Buyer to any official request by any legal entity entitled
to that information where we are required by law to provide or
supply information we hold regarding the Buyer.
The Company has zero tolerance to fraudulent activities of any
nature and reserves the right to provide, without notification
to The Buyer, information about The Buyer to any legal entity
entitled to that information that is investigating fraudulent
activities of any nature relating to The Buyer.
RETENTION OF TITLE
7. The Company and the Buyer expressly agree that until the Company
has been paid in full for the goods comprised in this or any other
sales contract between them and all outstanding amounts due to
the Company from the Buyer or any associated or subsidiary or
holding company of the Buyer or from any director or shareholder
of the Buyer or any other such company.
(a) The goods shall remain the property of the Company and the
Buyers, as bailees of them for the Company, will store the same
for the Company in a proper manner without charge and in such
a way that the goods are clearly identified as being the property
of the Company, notwithstanding that the risk therein shall pass
to the Buyer as provided herein.
(b) At any time the Company may recover from the Buyer the goods
remaining in the Buyers possession, and for the purposes thereof
may enter upon any premises of or occupied by the Buyer or any
third party (with the consent of that third party).
(c) The buyer has the right to dispose of the Goods in the course
of its business for the account of the Company and to pass good
title to the goods to their customers being bona fide purchasers
for value without notice of the Company's rights.
(d) In the event of such disposition the Buyer or its Director(s)
(if a Limited Company) has the fiduciary duty to account to the
Company for proceeds thereof but may retain therefrom an excess
of such proceeds over the amount outstanding to the Company under
this or any other sales contract between them and for all outstanding
amounts due to the Company from the Buyer or any associated or
subsidiary or holding company of the Buyer or from any director
or shareholder of the Buyer or any other such company.
8. Notwithstanding the preceding condition, all risk in respect
of the Goods shall be assumed by the Buyer upon delivery of the
same to him.
BUYERS PROPERTY
9. (a) The Buyer's property supplied to the Company by or on behalf
of the Buyer shall, while it is in possession of the Company or
in transit to or from the Buyer, be deemed to be at the Buyer's
risk and the buyer shall insure accordingly.
(b) The Company shall be entitled to make a reasonable charge
for the storage of any of the Buyer's property left with the Company
before receipt of the order or after notification to the Buyer
of completion of the work.
LOSS OR DAMAGE IN TRANSIT OR NON DELIVERY
10. The Buyer shall examine the Goods immediately they are delivered
to him. The Company reserves the right to reject claims in respect
of shortages or damage in transit or non-delivery of the Goods,
or in the case of non-delivery 7 days after the due date for delivery.
LATE DELIVERY
11. Whilst the Company will use its best endeavours to deliver
the Goods in accordance with the Buyer's requirements, the Company
will not be liable for any consequences of late delivery howsoever
caused.
DEFECTIVE PRODUCTS
12. (a) The Company's liability (both in contract and in tort)
in respect of defects in the Goods shall be limited to the replacement
of faulty items or material, or the issue of credit notes in respect
thereof, or the granting of a refund or other such compensatory
measures as the Company at its discretion considers appropriate
in the circumstances. Such measures shall relate only to the actual
faulty items or their value, and the Company shall not in any
circumstances be under any liability to the Buyer in respect of
indirect or consequential loss or damage, or loss of profits,
sustained by the Buyer PROVIDED, always that these conditions
do not exclude or restrict the Company's liability for death or
personal injury arising from its negligence.
(b) A returns authorization number must first be obtained from
our customer service department either by telephone or letter.
Returned goods must be accompanied by a copy of the original invoice
relating to their purchases.
(c) GOODS RETURNED MUST BE IN THE ORIGINAL PACKAGING AND IN A
CLEAN RESALEABLE CONDITION. GOODS RETURNED OTHERWISE WILL, AT
OUR DISCRETION, EITHER BE REFUSED OR A FURTHER ADDITIONAL RESTOCKING
FEE CHARGED TO COVER THE ADDITIONAL COSTS INVOLVED.
Goods returned for repair under warranty must be accompanied by
a copy of the original invoice, or must quote the original invoice
number and date of purchase. Before returning items, please ring
our engineers for authorisation to return items, a discussion
of the problem may assist in rectifying faults before goods are
returned! It is your responsibility to ensure that any goods returned
are properly insured. We will not be responsible for goods returned
to us that are lost in transit. This document does not in itself
constitute an offer for sale. We reserve the right to vary the
specification of any item, withdraw modify or amend any item without
prior notice. Prices quoted are current trade prices. Prices of
imported goods are subject to variances in exchange rates, and
in inconsequence prices will be those holding at the time of delivery.
Please telephone us should you wish to confirm current price.
EXPORT CONTROL
13. The Buyer shall not resell outside the UK any of the Products
covered by the Export of Goods (Control) Order 1987 (or any re-enactment
thereof) or the Export Administration Act 1979 (as amended) of
the USA (or any re-enactment thereof) without obtaining all necessary
licences thereunder and will not resell such goods within the
UK to a purchaser knowing (or being given reasonable grounds to
suspect by the purchaser) that the purchaser intends to export
such goods without first obtaining either such licences or a copy
of such licences obtained by the purchaser.
RECRUITMENT OF EMPLOYEES
14. The parties hereto accept that either party will suffer loss
if a member of their staff accepts an offer of permanent employment
with the other party during the continuance of this contract and
six months thereafter. If such a member of the party's staff accepts
such an offer of employment with the other party other than as
a result of relevant bona fide employment advertisement in the
national or trade press, the new employing party agrees to pay
the other party the equivalent of six months salary for that member
of staff. The provisions of this clause shall apply to subsidiaries,
associates and parent companies of either party.
FORCE MAJEURE
15. The Company reserves the right to cancel, vary or suspend
the operation of contract of sale if events occur which are in
the nature of force majeure including (without prejudice to the
generality of the foregoing) fire, floods, storm, plant breakdown,
strikes, lockouts, riot, hostilities, non-availability of materials
or supplies or any other event outside the control of the Company;
and the Company shall not be held liable for any breach of contract
resulting from such an event.
CANCELLATION
16. The Company may withhold or cancel further or any deliveries
under the contract of sale and may recover all losses resulting
therefrom if the Buyer:
(a) fails to make payment on the due date under any contract with
the Company, or
(b) enters into a composition with its creditors, or (being a
company) has a receiver appointed or passes a resolution for winding
up or if a Court shall order it to be wound up, or commits an
available act of bankruptcy, or
(c) is in breach of any items and conditions contained herein
(notwithstanding that on a former occasion or occasions it has
waived its rights).
The exercise of rights under condition 15 shall be without prejudice
to the Company's other rights of remedies.
LAW
17. These conditions are governed by and construed in accordance
with the laws of England and Wales. You agree, as we do, to submit
to the non-exclusive jurisdiction of the English courts.