“Weldon ITS”
is the trading name of Weldon IT Solutions Limited Company Number: 05056915,
Registered
office: 5, Walnut Close, Weldon,
Terms of
Trading –
These
conditions are the only contractual terms upon which Weldon IT Solutions whose
registered office is at 5, Walnut Close, Weldon, Northants, NN17 3EE (“we” or “us”) is prepared to deal with its customers
and will govern all contracts for the supply of goods and/or software and/or IT
Services formed by our acceptance of a customer order or a customer’s
acceptance of our quotation to the exclusion of any other contractual terms
including any which a customer attempts to introduce.
1 GENERAL
1.1 In these
conditions:-
1.1.1 “you”
means the person submitting an order for Products or/and Services.
1.1.2 “Goods”
means computer equipment and/or other equipment to be supplied under these
conditions as stated on our quotation or order acknowledgement, as appropriate.
1.1.3
“Products or/and Services ” means Goods and/or Software or/and IT Services
1.1.4
“Software” means the computer programs to be supplied under these conditions as
stated on our quotation or order acknowledgement, as appropriate.
1.2 The
contract for supply of Products and/or software and/or IT services (“Contract”)
will be formed upon our acceptance of your order. However we only agree to sell
products to you subject to their availability and accordingly the contract may
be cancelled by us in writing without liability to you if products cannot
within a reasonable period be acquired by us for resale. Acceptance of an order
by us can only be made in writing whether in hardcopy or electronically.
1.3 We may
prior to accepting any order carry out a credit check and then will only accept
your order if we are satisfied with the results of such check. You confirm that
you are happy for us to carry out such check.
1.4 These
conditions may only be modified by a written variation signed by one of our
directors. No other action by us (including delivery of Products, software or
IT services) is to be construed as our acceptance of any other conditions.
1.5 These
conditions together with any matters referred to on our quotation or order
acknowledgement (as appropriate) embody the entire understanding of the parties
and supersede any prior promises, representations, undertakings or
implications.
1.6 Any
omission or error in any sales literature, web page or site, order form,
quotation, price list, order acknowledgement, despatch note, invoice or other
document (whether written, oral or in electronic form) issued by us may be
corrected by us without liability.
1.7 The provisions
of the Contracts (Rights of Third Parties) Act 1999 and all non-mandatory
provisions of the Electronic Commerce (EC Directive) Regulations 2002 are
expressly excluded from the Contract.
1.8 Clause
headings are for convenience only and do not affect the interpretation of these
conditions. Reference in these conditions to a statutory provision will be
construed as a reference to that provision as amended, re-enacted or extended
at the relevant time. Words in the singular include the plural and vice versa.
1.9 The
carrying out by us of any support and maintenance of Goods will be governed by
our standard support terms to the exclusion of any other terms.
1.10 Your
attention is in particular drawn to conditions 2, 3, 8 and 9.
1.11 Any IT
services quoted are priced in accordance with the company’s pricing policy –
estimating time and materials – for home and office IT environments. Any
non-standard additional work needed to ensure completion of the recommended
solution work will be charged at the discretion of Weldon IT Solutions.
1.11(a) Examples of Non-standard
work.
2. WARRANTY –
Hardware
2.1 We warrant
that goods will at the time of delivery be free from defects in workmanship and
materials and correspond in all material respects with the relevant product
specification. We guarantee that the Goods (excl. 3rd Party Products) will be free
from defects for 12 months from delivery. If any goods do not conform to
this warranty then we will at our option either remedy the defect in question,
replace the defective Goods or refund the price of the defective Goods. This
remedy is the only remedy available to you for a breach of this warranty and is
only available on condition that:
2.1.1 You
notify us in writing of any defects within 7 days;
2.1.2
Defective Goods are returned to us within 7 days of written notification
referred to in condition 2.1.1; and
2.1.3 our
examination of defective Goods at our premises discloses to our satisfaction
that the defect has not been caused by (a) your misuse, neglect, failure or
inadequate maintenance, accident, improper storage, installation or handling,
or (b) repair or alteration by a third party. You will refund to us the cost of
any such examination where the remedy referred to under this condition is not
available together with, at our option and discretion, a “restocking fee” of up
to 15% of the price of the Goods to cover our administrative expenses.
2.2 We will so
far as we are reasonably able pass on to you the benefit of all warranties
received by us from the manufacturer of the products.
2.3 Where
Goods are returned under condition 2.1 we will bear the cost of delivering any
repaired or replacement Goods to you (subject to levy of any repacking fee due
under condition 2.4) and will, where you have returned Goods to us within 14
days of delivery, reimburse your reasonable postage costs in returning the
Goods. We will not be liable any delivery costs where no remedy is available
under condition 2.1.
2.4 Goods
returned by you to us for any reason must be returned in their original
packaging in substantially the same condition as they were delivered to you and
must bear a Return Merchandise Authorisation (RMA) number clearly visible on
the exterior (such number to be obtained from us prior to return of Goods by
you). We will not accept liability for Goods returned without such
identification number. We may levy a fee for repackaging Goods returned to us
in a poorly packaged state.
2.5 Software
(and its use) will be subject to the terms of the manufacturer’s licence
contained within the software itself (and accessed upon loading) or within or
upon the packaging of the software. Such licence will state the extent of the
manufacturer’s liability for the software. We cannot accept any liability
whatsoever for any defect or error in the same other than where this has been
caused by our negligence or default.
2.6 Items
offered with a 36 month warranty will be covered for the first 12 months as per
condition 2.1, the remaining 24 months will cover labour costs only, postage
costs will not be covered after the initial 12 months.(Items covered by a 3rd
Party Manufacturers Warranty may have separate conditions)
3 LIMITATION
OF LIABILITY
3.1 Nothing in
these conditions affects the statutory rights of a consumer as defined under
the unfair contract terms act 1977. All conditions, warranties or
representations not contained in these conditions and implied by statute or law
are excluded or restricted to the fullest extent permitted.
3.2 This
condition and condition 2 states our only liability to you under or in
connection with the contract.
3.3 Without
prejudice to condition 3.4, we will not be liable to you by way of
representation (unless fraudulent), common law duty or under any express or
implied term of the contract for:
3.3.1 Any
indirect, special or consequential loss or damage or loss of profits (whether
caused by our negligence or that of our employees agents or otherwise) arising
in connection with the supply of products and related services or their use by
you.
3.3.2 Any loss
or retrieval of data, it being your responsibility to keep adequate back-up
copies of data and programs held or used by you or on your behalf.
3.4 Our entire
liability in connection with the contract will not exceed one and a half times
the purchase price of the products in question.
3.5
Notwithstanding any other term of these conditions our liability to you for:
3.5.1 Death or
personal injury resulting from our negligence or that of our employees, agents
or subcontractors; and
3.5.2 Damage
for which we are liable to you under part 1 of the Consumer Protection Act
1987; is not limited save that this condition 3 shall not confer a right or
remedy on you to which you would not otherwise be entitled.
4.1 The price
for Products will be that stated on our quotation or order acknowledgement (as
appropriate) or, if no price is stated, our list price last published on the
date upon which Products are dispatched to you. We may vary the price to the
extent that the cost to us of acquiring or supplying Products is increased
between the date of quotation or order acknowledgement (as appropriate) and
delivery including, without limitation, increases in the costs of carriage
packaging or insurance or arising from a change in exchange rate, a change in
delivery dates quantities or specifications for Products requested by you or
delay caused by your instructions.
4.2 Prices
quoted by us are unless otherwise stated exclusive of (a) value added tax or
any similar taxes, levies or duties, (b) the costs of carriage, delivery,
packaging and insurance, and (c) our handling charges, all of which will be
added to or charged on invoices at the appropriate rates and paid by you.
5 PAYMENT
5.1 Unless
otherwise agreed in writing, you must pay for Products, and /or software and/or
IT Services when they have been installed at the proposed place of operation or
immediately upon receipt of invoice.
5.1a important: Any supplied Hardware or
Software belongs the property of Weldon IT Solutions Limited until payment is
received in full.
5.1b Where the Services/Products supplied by
Weldon IT Solutions payment will be made by you within 7 days our invoice date.
Payment by cheque is deemed to have been made only upon such cheque being met
on first presentation.
5.1c SBS
2003 implementations will be invoiced when all hardware & software supplied
by Weldon IT Solutions is installed a working as per
Quotation. Depending on size of
implementation/users/mobile workers etc any outstanding issues/tasks outside
Weldon IT Solutions control will be fixed on an on going basis. Support
issues/changes are chargeable at Weldon IT Solutions Ltd discretion.
5.2 Where any
payment to be made by you under the Contract is not made by its due date then,
without prejudice to our other rights and remedies, we may:
5.2.1 Charge
interest on the outstanding amount (as well after as before judgement) on a day
to day basis at the statutory rate from time to time applicable until the sum
due is paid. Note: From second email
reminder a charge of £25.00 or 20% (whichever is the higher) will be added to
the cost of the quoted price.
5.2.2 Withhold
further deliveries, support, suspend performance of the Contract and/or
withhold guarantees on previously supplied Products and/or software and/or IT
Services until arrangements as to payment or credit have been established on
terms which are satisfactory to us.
5.3 Where
Products are to be delivered in instalments, each delivery constitutes a
separate contract and failure by us to deliver any one or more of the
instalments in accordance with these conditions or any claim by you in respect
of any one or more instalments will not entitle you to treat the Contract as a
whole as repudiated.
6 DELIVERY
6.1 Delivery
of Products shall be made by us to the place designated by you in the accepted
order or quotation, as appropriate. Delivery will be made during normal
business hours.
6.2 Unless
otherwise expressly agreed in writing, any delivery date or time specified by
us in any quotation, despatch note or otherwise is a best estimate only and we
will not be liable to you for any loss or damage sustained by you as a result
of our failure to comply with such time scale.
6.3 If you
pass or have a resolution passed for your winding-up, a receiver is appointed
over the whole or any part of your undertaking, an administration order is made
against you, you enter into or propose to enter into any arrangement with your
creditors, become unable to pay your debts (or have no reasonable prospect of
so doing), suffer a bankruptcy order or commit a material breach of the
Contract, then we may without prejudice to any other right immediately
terminate the Contract, suspend or cancel further delivery and/or recover
Products from you for which payment in full has not been received.
7 RISK
7.1 Risk in
Products shall pass to you upon delivery ( ie
hardware fault, power failure)
7.2 Title to
Software shall not pass to you. Title to Goods shall not pass to you until
their full price and the price of any other goods which are the subject of any
other contract between you and us has been paid. Until title passes, Goods
shall be:-
7.2.1 Stored
by you at your premises in such a manner that they are clearly identifiable as
being our property and be kept separate from any other goods whether or not supplied
by us;
7.2.2 Handed
over to us on demand. We may re-take possession of such Goods and may enter
onto your premises for such purpose.
7.3 If you
fail to pay for any Products/Services in accordance with these conditions we
may bring action against you for the price of the Products/Services at any time
notwithstanding that title in Products/Services has not passed to you.
8 DAMAGE OR
LOSS IN TRANSIT
We shall
repair or replace, free of charge any Products damaged or lost in transit where
delivery has been made by our carrier, provided that you give us written
notification of such damage or loss within 3 days of the date of delivery (so
that we may comply with our carrier’s conditions of carriage).
9 APPARENT
DEFECTS
9.1 If the
quantity of Products delivered does not correspond with the quantity required
to be delivered in that consignment you may not reject that consignment and may
only:-
9.1.1 (if the
quantity delivered exceeds the contract quantity) return the excess or retain
the whole, in which latter case the price shall be adjusted at the contract
rate then prevailing;
9.1.2 (if the
quantity delivered is less than the contact quantity) require a further
delivery of Products to make up the deficiency or (at our option) a refund of
the appropriate part of the purchase price.
9.2 These
rights are only available however where condition 2.1 is also satisfied.
9.3 You shall
have no claim for the fact that Products delivered are of the wrong description
unless condition 2.1 is also satisfied.
10 SPECIFICATION
10.1 All
drawings, photographs, illustrations, specifications, performance data,
dimensions and the like used by us in sales literature, on web pages or other
documentation have been provided by us in the belief that they accurate.
However, they do not constitute a description of the Products, shall not be
taken to be representations made by us and are not warranted to be accurate.
10.2 The
specification for Products may be changed by the manufacturer at any time up to
delivery and provided such change does not materially alter the functionality
of Products you may not cancel your order. We will not be liable for any loss
or damage suffered in connection with any change. We will use our reasonable
endeavours to advise you of any such impending variation as soon as we are able
or upon our receiving notice of the same (as appropriate). You must check
specifications for products prior to making an order.
12
INTELLECTUAL PROPERTY RIGHTS
No right of
intellectual property in any Product is granted to or vested in you other the
right to use the same. You will fully indemnify us against all liabilities,
costs and expenses resulting from any claim that our use of any specification
provided by you in connection with the Contract infringes the rights of any
third party.
13 FORCE
MAJEURE
We will not
have any liability under the Contract and may cancel or reduce the volume of
Products to be delivered under it if we are prevented from or delayed in
delivering or performing by any circumstances beyond our reasonable control
including but not limited to industrial action, war, fire, prohibition or
enactment of any kind, or failures or acts on the part of our suppliers or
sub-contractors or any other third parties (including your bank).
14 ASSIGNMENT
We may freely
assign, sub-contract or otherwise transfer in whole or in part the Contract.
You may not however do so without our written agreement.
15 ELECTRONIC
COMMUNICATIONS
15.1 To the
extent permitted by English law, we may conduct transactions for the supply of
Products using an electronic commerce approach under which we will both
electronically transmit and receive electronic communications. Where so
conducted, this condition 15 will additionally apply.
15.2 For the
purposes of condition 15, an “e-communication” means any communication
electronically transmitted by you to us through our website or by us to your
internet address in connection with the ordering, payment for and/or supply of
Products and including without limitation any order, order acknowledgement and
electronic credit entries and requests; “originating party” means the party
transmitting an e-communication; and “receiving party” means the party
receiving such a communicatio
15.3 You will
provide and maintain the equipment, software, services and testing facilities
necessary for you to effectively and reliably transmit and receive
e-communications.
15.4 Any
e-communication will be deemed received, where you are the receiving party,
upon arrival at your mailbox at the Internet address apparent from your order
or, where we are the receiving party, when the e-communication is accessed by
us in intelligible form. The receiving party will promptly notify the
originating party if an e-communication is received in unintelligible form
provided that the originating party can be identified. In the absence of such
notice, our record of the contents of any such e-communication will prevail.
15.5 Any
Contract formed through the transmission of e-communications will be deemed to
have been formed in England.
17 GOVERNING
LAW
17.1 The
Contract is governed by the laws of England and the English courts shall have
the non-exclusive jurisdiction to resolve any disputes arising out of or under
it.
17.2 Notices required
or permitted to be given under these conditions must be in writing (including
without limitation by electronic mail) addressed to the relevant party at its
registered office or principal place of business.
17.3 No waiver
by us of any breach of the Contract by you is considered as a waiver of any
subsequent breach of the same or any other provision. If any provision of these
Conditions is held by a competent authority to be invalid or unenforceable in
whole or in part the validity of the other provisions of these Conditions and
the remainder of the provision in question is not affected
18
Weldon IT
Solutions is committed to protecting your privacy. We will only use the
information that we collect about you lawfully (in accordance with the Data
Protection Act 1998). The customer information we gather is any data collected
during the ordering process. Information gathered is for our own internal use
only to monitor advertising effectiveness; consumer trends etc. We may from
time to time send you details of any current Special offers
Communication
is vital – tells us about an issue before it becomes an issue!