Provantage Ltd - Standard Terms and Conditions of Sale

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Sales Terms and Conditions

1. PRELIMINARY
1.1	IN these Conditions: "the Company" means Provantage Ltd or any associated company "the Contract" means the Contract between the Company and the Customer for the sale or supply of Equipment "the Customer" means the person, firm or company with whom the Contract is made by the Company "the Equipment" means any equipment, machinery, parts, spares, software and any other goods sold or supplied by the Company "the Warranty Period" means: (i) in the case of hardware a period of thirteen months from the date of delivery or the balance of any warranty period provided to the Company by the manufacturer if greater or (ii) in any other case a period of ninety days from the date of delivery
1.2	THESE conditions apply to all Contracts of the Company to sell or supply equipment and shall prevail over any terms put forward by the customer unless the Company expressly agrees to them in writing. No conduct by the Company shall be deemed to constitute acceptance of any terms put forward by the Customer and no concession made or latitude allowed by the company to the Customer shall effect the strict rights of the Company under the Contract.
1.3	THESE Conditions may only be varied with the express written agreement of the Company.

2. PRICES

2.1 UNLESS otherwise specified prices payable for the Equipment are exclusive of carriage and are subject to the Company’s right to require payment of delivery charges, insurance costs, customs, duties, special handling charges and/or packaging charges as appropriate.

2.2 The Company shall have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of agreed changes in any taxes, duties, levies or exchange rates or costs arising as a result of site conditions, delays, interruptions, lack of information and any other factor beyond the Company’s control.

3. ORDERS AND DELIVERY

3.1 NO order shall be accepted by the Company unless first confirmed by the Customer in writing or by facsimile.

3.2 THE Customer shall state on placing an order if he requires the Company to arrange carriage and if so the delivery address. If the Customer so requests the Company shall be entitled to make any contract of carriage and/or insurance on behalf of the Customer as the Company considers necessary and will be under no obligation to notify the Customer thereof. The Customer will be responsible for complying with all conditions and requirements of the carriers. Unless otherwise agreed by the Company delivery of the equipment will be ex-works.

3.3 ALL times or dates given for delivery of the Equipment are only estimates given in good faith and are not conditions, warranties or innominate terms for terms otherwise howsoever, of this or any other (whether collateral or otherwise) contract.

3.4 THE Company shall give the Customer notice when the Equipment is ready for delivery. If the Customer refuses or fails to arrange collection or accept delivery (as the case may be) of Equipment ordered within seven days of service of that notice then
(a) the Customer will bear the risk of any loss or damage to the Equipment after expiry of that time
(b) the Company shall be entitled to immediate payment in full for the Equipment which is the subject of the order and
(c) the Customer shall in addition to the invoice price pay all costs of storage and any additional costs incurred as a result of such refusal or failure. The Company shall not be liable to the Customer for any loss or damage to the Equipment caused by their storage.

3.5 THE Company may make and the Customer shall accept partial deliveries of Equipment ordered. Each delivery shall be considered to be the subject of a separate Contract and failure by the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to treat the Contract as a whole repudiated.

4. ACCEPTANCE

4.1 The Customer will accept the Equipment even if it is delivered late and late delivery will not entitle the Customer to terminate the Contract.

4.2 The Customer shall inspect the Equipment as soon after the delivery as is reasonably practicable and in any event within 3 working days after delivery, which period the Customer agrees is a reasonable period given the nature of the Equipment supplied by the Company.

4.3 THE Customer will notify the Company in writing of any shortage of supply, deficiency, or damage to or fault with the Equipment within 3 working days of delivery. If the Customer fails to comply with the clause the Company shall not be liable to the Customer in respect of any shortage, discrepancy, damage or fault, or in respect of any consequental losses or expenses arising therefrom

4.4 THE Customer hereby agrees that the retention of the Equipment without written complaint to the Company within 3 working days of delivery constitutes for all purposes an irritation by the Customer that the Equipment has been unconditionally accepted, and that given the nature of the Equipment supplied by the Company, 3 working days constitutes a reasonable period within which Equipment should be rejected.

4.5 EACH of the preceding sub-clauses of this clause is entirely without prejudice to the provisions of clause 9 hereof.

5. RISK
FROM the time the Equipment leaves the Company’s premises whether this be by the way of collection by the Customer or receipt by the carriers (as the case may be) the risk in the Equipment shall pass to the Customer who shall be solely responsible for the custody and maintenance thereof.

6. PAYMENT

6.1 NO credit terms are available as payment is a strict cash-on-order basis. Cheques will be cleared immediately upon arrival at the Company by use of the Transax cheque clearing system.

6.2 ANY cheque failing the Transax clearance will cause the order to be immediately cancelled and the Customer will be informed immediately.

6.3 IF the Customer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Customer is a limited company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver or administrator of the whole or any part as such company’s understanding property or assets shall be appointed then if delivery of the Equipment has been effected the invoice shall immediately become due and payable by the Customer, if delivery has not been so affected then the Company may as its option cancel the contract or cancel or suspend delivery.

6.4 NOTWITHSTANDING any of the terms and conditions hereof the time of payment shall be of the essence of the Contract.

6.5 INTEREST shall be payable on overdue accounts at the rate of two percent per month or part thereof on the amount for the time being outstanding from the due date of payment thereof until receipt by the Company whether before or after judgement

6.6 If any cheque presented in payment of an invoice by the Customer shall be returned unpaid by the Customers bank or if any agreed standing order or direct debit arrangement shall fail to operate then the Customer shall in addition to all other sums payable under the Contract pay to the Company the sum of £20 for each such event or such greater sum shall represent the cost incurred by the Company by reason of such dishonour or failure as aforesaid.

6.7 IF at any time whatsoever it is the Customer’s intention to assign its debts to an associated company of the Customer or to a Third Party, the Customer shall notify the Company without delay.

6.8 ANY costs and/or expenses incurred by the Company in recovering funds from, or otherwise enforcing any of its rights against, the Customer, whether within or outside the United Kingdom, shall be fully reimbursed to the Company by the Customer, and the Customer agrees fully to indemnify the Company in respect of any such costs or expenses.

7. RETENTION OF TITLE

7.1 THE Equipment shall remain the property of the Company until payment is made in full for all sums due under all Contracts between the Company and the Customers.

7.2 THE Customer shall hold all Equipment property in which remains in the Company as bailee (and, for the avoidance of doubt, fiduciary) for the Company, shall store the same in such a way that it can be identified as the Company’s property and shall keep it separate from the Customer’s own property and the property of any other person.

7.3 AT any time whatsoever the Company shall be entitled to recover Equipment property in which remains in the Company and for that purpose the Customer hereby grants to the Company, its agents an employees an irrevocable license to enter any premises where such Equipment is stored in order to repossess the same.

7.4 IF in the normal course of business the Customer shall sell Equipment the property in which remain (prior to such sale) in the Company:

7.4.1 the Customer shall hold on trust for the Company absolutely all the benefit of and/or rights arising under any such contract of sale.

7.4.2 The Customer shall hold on trust for the Company absolutely all proceeds of any such contract of sale and shall pay the same into a separate identified bank account (“the trust account”) (which shall at no time have paid into monies other than monies held on trust for the Company and shall at no time be overdrawn) as trustees for the Company.

7.5 IF as a result of or of the exercise of its rights under 7.4.1 and/or 7.4.2 above, the Company receives any monies, the same will not in whole or in part discharge:
(1) any of the Customers liability to pay the purchase price under this or any contract between the Company and Customer, or
(2) any other debts owned by the Customer to the Company
But if as a result of payment by the Customer of all or part of the monies owned by it to the Company under this or any other contract together with receipt by the Company of monies as a result of or of the exercise of its rights under 7.4.1 and/or 7.4.2 above, the Company receives in total monies exceeding in amount the Customers contractural debts to it, the Company shall pay to the Customer a sum equivalent to such excess.

7.6 The Customers rights to use the Equipment are automatically revoked on the appointment receiver to the Customer.

8. SPECIFICATION AND PERFORMANCE

8.1 ALL drawings, specification and technical documents issued by the Company at any time in relation to the Contract are issued solely for the Customers use in conjunction with the Equipment and shall not be copied reproduced or communicated to any third party without the Company’s express written agreement.

8.2 THE Company reserves the right to alter or depart from any specification or design of any Equipment sold provided that such alteration or departure shall not to a material extent adversely affect the performance of the Equipment or the quality of workmanship or the materials used.

8.3 UNLESS otherwise expressly agreed in writing any performance figures, quoted or referred to in any specification or other document are estimates only based on assumed conditions in a well managed office with experienced adequate and efficient operatives and appropriate services and proper use of satisfactory material.

9. WARRANTY

9.1 THE Company will make good by repair or exchange (at its option) such of the Equipment or part thereof which is shown to its reasonable satisfaction to have proved defective in materials or workmanship during the Warranty Period on the following items:

9.1.1 any defect in or failure of the Equipment must be notified to the Company in writing as soon as practicable and in any event no later than three working days after discovery.

9.1.2 the Equipment must be unmodified, have been properly used under normal working conditions and have been properly stored, installed and maintained.

9.1.3 before returning the Equipment or any part thereof the Customer must obtain a return authorisation number from the Company and details of the Company’s returns procedure which must be fully complied with. the Equipment or part to be returned must be delivered to the Company’s premises in its original packaging together with supporting documentation showing full description of the alleged fault and quoting the relevant returns number. In the event

2. PRICES
2.1	UNLESS otherwise specified prices payable for the Equipment are exclusive of carriage and are subject to the Company’s right to require payment of delivery charges, insurance costs, customs, duties, special handling charges and/or packaging charges as appropriate.
2.2	The Company shall have the right at any time to revise prices to take into account increases in costs including (without limitation) costs of agreed changes in any taxes, duties, levies or exchange rates or costs arising as a result of site conditions, delays, interruptions, lack of information and any other factor beyond the Company’s control.

3. ORDERS AND DELIVERY
3.1	NO order shall be accepted by the Company unless first confirmed by the Customer in writing or by facsimile.
3.2	THE Customer shall state on placing an order if he requires the Company to arrange carriage and if so the delivery address. If the Customer so requests the Company shall be entitled to make any contract of carriage and/or insurance on behalf of the Customer as the Company considers necessary and will be under no obligation to notify the Customer thereof. The Customer will be responsible for complying with all conditions and requirements of the carriers. Unless otherwise agreed by the Company delivery of the equipment will be ex-works.
3.3	ALL times or dates given for delivery of the Equipment are only estimates given in good faith and are not conditions, warranties or innominate terms for terms otherwise howsoever, of this or any other (whether collateral or otherwise) contract.
3.4	THE Company shall give the Customer notice when the Equipment is ready for delivery. If the Customer refuses or fails to arrange collection or accept delivery (as the case may be) of Equipment ordered within seven days of service of that notice then (a) the Customer will bear the risk of any loss or damage to the Equipment after expiry of that time (b) the Company shall be entitled to immediate payment in full for the Equipment which is the subject of the order and (c) the Customer shall in addition to the invoice price pay all costs of storage and any additional costs incurred as a result of such refusal or failure. The Company shall not be liable to the Customer for any loss or damage to the Equipment caused by their storage.
3.5	THE Company may make and the Customer shall accept partial deliveries of Equipment ordered. Each delivery shall be considered to be the subject of a separate Contract and failure by the Company to make any one or more deliveries in accordance with the Contract or any claim by the Customer in respect of any one or more deliveries shall not entitle the Customer to treat the Contract as a whole repudiated.

4. ACCEPTANCE
4.1	The Customer will accept the Equipment even if it is delivered late and late delivery will not entitle the Customer to terminate the Contract.
4.2	The Customer shall inspect the Equipment as soon after the delivery as is reasonably practicable and in any event within 3 working days after delivery, which period the Customer agrees is a reasonable period given the nature of the Equipment supplied by the Company.
4.3	THE Customer will notify the Company in writing of any shortage of supply, deficiency, or damage to or fault with the Equipment within 3 working days of delivery. If the Customer fails to comply with the clause the Company shall not be liable to the Customer in respect of any shortage, discrepancy, damage or fault, or in respect of any consequental losses or expenses arising therefrom
4.4	THE Customer hereby agrees that the retention of the Equipment without written complaint to the Company within 3 working days of delivery constitutes for all purposes an irritation by the Customer that the Equipment has been unconditionally accepted, and that given the nature of the Equipment supplied by the Company, 3 working days constitutes a reasonable period within which Equipment should be rejected.
4.5	EACH of the preceding sub-clauses of this clause is entirely without prejudice to the provisions of clause 9 hereof.

6. PAYMENT
6.1	NO credit terms are available as payment is a strict cash-on-order basis. Cheques will be cleared immediately upon arrival at the Company by use of the Transax cheque clearing system.
6.2	ANY cheque failing the Transax clearance will cause the order to be immediately cancelled and the Customer will be informed immediately.
6.3	IF the Customer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Customer is a limited company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver or administrator of the whole or any part as such company’s understanding property or assets shall be appointed then if delivery of the Equipment has been effected the invoice shall immediately become due and payable by the Customer, if delivery has not been so affected then the Company may as its option cancel the contract or cancel or suspend delivery.
6.4	NOTWITHSTANDING any of the terms and conditions hereof the time of payment shall be of the essence of the Contract.
6.5	INTEREST shall be payable on overdue accounts at the rate of two percent per month or part thereof on the amount for the time being outstanding from the due date of payment thereof until receipt by the Company whether before or after judgement
6.6	If any cheque presented in payment of an invoice by the Customer shall be returned unpaid by the Customers bank or if any agreed standing order or direct debit arrangement shall fail to operate then the Customer shall in addition to all other sums payable under the Contract pay to the Company the sum of £20 for each such event or such greater sum shall represent the cost incurred by the Company by reason of such dishonour or failure as aforesaid.
6.7	IF at any time whatsoever it is the Customer’s intention to assign its debts to an associated company of the Customer or to a Third Party, the Customer shall notify the Company without delay.
6.8	ANY costs and/or expenses incurred by the Company in recovering funds from, or otherwise enforcing any of its rights against, the Customer, whether within or outside the United Kingdom, shall be fully reimbursed to the Company by the Customer, and the Customer agrees fully to indemnify the Company in respect of any such costs or expenses.

7. RETENTION OF TITLE
7.1	THE Equipment shall remain the property of the Company until payment is made in full for all sums due under all Contracts between the Company and the Customers.
7.2	THE Customer shall hold all Equipment property in which remains in the Company as bailee (and, for the avoidance of doubt, fiduciary) for the Company, shall store the same in such a way that it can be identified as the Company’s property and shall keep it separate from the Customer’s own property and the property of any other person.
7.3	AT any time whatsoever the Company shall be entitled to recover Equipment property in which remains in the Company and for that purpose the Customer hereby grants to the Company, its agents an employees an irrevocable license to enter any premises where such Equipment is stored in order to repossess the same.
7.4	IF in the normal course of business the Customer shall sell Equipment the property in which remain (prior to such sale) in the Company:
7.4.1	the Customer shall hold on trust for the Company absolutely all the benefit of and/or rights arising under any such contract of sale.
7.4.2	The Customer shall hold on trust for the Company absolutely all proceeds of any such contract of sale and shall pay the same into a separate identified bank account (“the trust account”) (which shall at no time have paid into monies other than monies held on trust for the Company and shall at no time be overdrawn) as trustees for the Company.
7.5	IF as a result of or of the exercise of its rights under 7.4.1 and/or 7.4.2 above, the Company receives any monies, the same will not in whole or in part discharge: (1) any of the Customers liability to pay the purchase price under this or any contract between the Company and Customer, or (2) any other debts owned by the Customer to the Company But if as a result of payment by the Customer of all or part of the monies owned by it to the Company under this or any other contract together with receipt by the Company of monies as a result of or of the exercise of its rights under 7.4.1 and/or 7.4.2 above, the Company receives in total monies exceeding in amount the Customers contractural debts to it, the Company shall pay to the Customer a sum equivalent to such excess.
7.6	The Customers rights to use the Equipment are automatically revoked on the appointment receiver to the Customer.

8. SPECIFICATION AND PERFORMANCE
8.1	ALL drawings, specification and technical documents issued by the Company at any time in relation to the Contract are issued solely for the Customers use in conjunction with the Equipment and shall not be copied reproduced or communicated to any third party without the Company’s express written agreement.
8.2	THE Company reserves the right to alter or depart from any specification or design of any Equipment sold provided that such alteration or departure shall not to a material extent adversely affect the performance of the Equipment or the quality of workmanship or the materials used.
8.3	UNLESS otherwise expressly agreed in writing any performance figures, quoted or referred to in any specification or other document are estimates only based on assumed conditions in a well managed office with experienced adequate and efficient operatives and appropriate services and proper use of satisfactory material.

9. WARRANTY
9.1	THE Company will make good by repair or exchange (at its option) such of the Equipment or part thereof which is shown to its reasonable satisfaction to have proved defective in materials or workmanship during the Warranty Period on the following items:
9.1.1	any defect in or failure of the Equipment must be notified to the Company in writing as soon as practicable and in any event no later than three working days after discovery.
9.1.2	the Equipment must be unmodified, have been properly used under normal working conditions and have been properly stored, installed and maintained.
9.1.3	before returning the Equipment or any part thereof the Customer must obtain a return authorisation number from the Company and details of the Company’s returns procedure which must be fully complied with. the Equipment or part to be returned must be delivered to the Company’s premises in its original packaging together with supporting documentation showing full description of the alleged fault and quoting the relevant returns number. In the event