Sales Contract Terms & Conditions
DEFINITIONS |
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Acceptance
1. The Customer’s offer to purchase the equipment shall
remain irrevocable for a period of 21 days from the date on the signed order. Logical shall be deemed to accept the terms
and conditions of this agreement unless it notifies the customer in writing
within 21 days hereof.
Price and Payment
2. a) Prices stated on the order are the prices in force on
the date hereof. Prices payable will be
those in force on the date of delivery to the customer.
Logical
reserves the right to adjust the prices to reflect any variations in the rate
of exchange and any duties at the date of despatch of the equipment to the
Purchaser.
b)
Logical reserve the right to charge daily interest on amounts outstanding 14
days after invoice until payment is received at a rate of 6% above the Bank of
England base rate from time to time in force whether before of
after judgement.
c) All
sums due under this agreement shall be paid in full without any offset
whatsoever.
d) A 4%
surcharge, based on the invoice value, is charged for any credit card payment.
e) Any
dispute much be registered with Logical within 5 working days of the date of invoice
otherwise payment in full is due on the due date.
Termination
3. a) Without prejudice to Logical’s
other legal rights and remedies Logical shall be entitled to treat this
agreement as repudiated by the Customer if the Customer fails to pay the full
price when due or is in breach of any provision hereunder. Non-enforcement as above by Logical shall not
be deemed as a waiver of its rights by Logical which may be enforced unless any
breach is remedied by the Customer.
b)
Without prejudice to Logical’s legal rights above, if
the customer enters into liquidation, whether voluntary or compulsory, has
receiver or administrator appointed over the whole or part of its assets or
enters into any scheme of administration with its creditors, this agreement
shall terminate automatically on the occurrence of any such event as aforesaid.
Title
4. a) Title in any equipment supplied by Logical under
this agreement shall remain in Logical whether or not possession has been
passed to the customer until the purchase price has been paid by the customer
in full and until such payment is received the customer shall hold such consignment
on a fiduciary basis and as a bailee for Logical
(returning the same to Logical immediately on request) and the customer shall
store the same at no cost to Logical in such a way that such consignment is
closely identifiable as belonging to Logical
b) The
customer notwithstanding sub-clause 4a) above shall be entitled to sell any
equipment supplied hereunder in its own name and in the usual and ordinary
course of business provided that in the event of the customer failing to
deliver the same up to Logical when requested or on the occurrence of any event
referred to in clause 3 above. Logical
is hereby irrevocably authorised to enter forthwith onto the customer’s
premises and repossess and remove such equipment consigned and the customer
shall be responsible for the costs of Logical of so doing.
c)
Notwithstanding the above, any risk of damage, theft or destruction to the equipment
delivered to the customer shall be borne by the customer. Without prejudice to the foregoing, Logical
shall have a general and particular lien over any equipment supplied under this
agreement between the parties hereto where any of the purchase price remains unpaid.
Installation
5. The customer (at its own expense) shall be responsible
for all proper accommodation and facilities including proper environmental
conditions and the correct consistent supply of power as recommended by Logical
for the operation of the equipment supplied hereunder.
Delivery
6. a) There is no specified delivery date. The customer shall accept delivery hereunder
within a reasonable period from the date on the signed order. Logical shall not be liable for non-delivery
caused by circumstances beyond its reasonable control.
b) This
agreement is independent of any other agreement and the customer shall be bound
by the terms hereof notwithstanding the non-performance or non-delivery of
services or equipment by Logical, third parties or the customer necessary for
the operation of the equipment supplied hereunder.
Software
Any software supplied by Logical (or any of its
current subsidiaries) to the customer for use with the equipment supplied
hereunder shall be subject to the terms and conditions of Logical (or any of
its current subsidiaries) current standard software support contract, the
performance whereof shall not in any circumstances affect the liabilities of
the customer hereunder.
Accessories
a)Any accessories
supplied by Logical (or any of its
current subsidiaries) to the customer from time to time when available shall be
supplied under Logical’s (or such subsidiaries’) terms and
conditions and prices then prevailing and shall not form part of this
agreement.
b) LOGICAL shall not be held
responsible for the failure in the performance of any equipment sold hereunder
whereby accessories used by the customer do not conform to LOGICAL’s
specifications or where the equipment supplied hereunder is used in any manner
other that recommended by LOGICAL.
Cancellation
If the customer purports to cancel
this agreement, the customer shall be liable fully to compensate LOGICAL
for all actual, contingent or anticipated expenses and loss of profit incurred
or to be incurred by LOGICAL hereunder.
If such amount should not have been agreed within one month of the
customer’s purported cancellation, the customer shall pay LOGICAL 40% of
the purchase price.
Leasing
a) If the customer enters into any
financial arrangement with a third party whereby it is intended that the title
of the equipment supplied hereunder shall pass to such third party, the
customer shall, notwithstanding any arrangement to the contrary, remain liable
to LOGICAL under the terms and conditions of this agreement. The payment in full by any third party to LOGICAL
of the purchase price hereunder shall be a full discharge to the customer of
its obligation to pay such purchase price to LOGICAL.
b) If for any reason whatsoever the
customer’s arrangements for financing the purchase of the equipment shall be
frustrated, the terms and conditions hereof shall remain in full force and
effect as between the customer and LOGICAL.
Liabilities
LOGICAL liability hereunder shall be
limited to death or physical injury caused by the negligence of LOGICAL
or it’s employees and LOGICAL shall not be
liable for any other direct or indirect loss of profits howsoever or whensoever caused and of whatsoever nature, save to the
extent that any such losses cannot be excluded by law.
7. No liabilities,
obligations, warranties, conditions or undertakings, statutory or otherwise,
implied or express, shall be deemed to be included in this agreement save those
which cannot be excluded by law.
8. LOGICAL shall
not be liable to in contract, tort or otherwise for direct or consequential
loss or damage or injury in connection with or arising out of possession,
operation, use, malfunction or modification or equipment or services supplied
hereunder, save as provided herein and the customer shall indemnify LOGICAL
in respect of any claim for loss, damage or injury to any person or property or
for any other loss directly or indirectly occasioned by or arising from the
possession, operation or use of the equipment supplied hereunder or arising
from the malfunction or modification of the equipment by the customer.
Law
9. This agreement shall be governed by the laws of England
and the parties hereto agree to submit to the jurisdiction of the English
courts.
10. This agreement shall only be remedied by written agreement
by the parties hereto.
11. The customer hereby accepts that any terms and
conditions purported to be incorporated in this agreement set out on any of the
customer’s purchase order or other forms of shall not apply to this agreement
save those supplied by LOGICAL
12. a) Any notice or other communication required or
permitted under this Agreement to be given in writing to the address of the
recipient stipulated therein or as notified from time to time and will be
deemed to have been given or made when delivered personally if properly
addressed and posted by first class mail in England within two business days of
posting and/or if sent by facsimile upon being sent or if sent by e-mail or
other electronic means.
b)
Notices given to Logical will only be accepted in writing to Logical’s registered address or by email to cease@logicaltelecom.co.uk
13. The parties hereto agree that it is their joint
intention not to violate any provisions of the laws of England or any laws of
the EEC and that in the event that this agreement or any part thereof shall
become unenforceable through any such violation then such terms or conditions
shall be considered severed from this agreement, the remainder of which shall
remain binding as foresaid on the parties.
Logical
Focus Ltd t/a Logical Telecom, Oak House, Oak Mills, Topcliffe
Lane, Morley, Leeds. LS27 0HL Tel:
08448 112200
E&OE
