Terms & Conditions
1.0 Definitions
In these terms & conditions
1.1 Sword Services Ltd registered office is situated at 46-48 Rothesay Road, Luton, Bedfordshire, LU1 1QZ
1.2 ‘Buyer’ shall mean the person, organisation, firm or company from whom the orders are received
1.3 “Products” shall mean the range of computer equipment, other product accessories and components supplied by Sword Services Ltd from time to time
1.4 “Order” shall mean an order placed with Sword Services Ltd at its premises
2.0 Quotes
2.1 Quotes issued by Sword Services Ltd shall not constitute a binding contract until acceptance by Sword Services Ltd and the Buyer
3.0 Orders, Acceptances and Cancellation
3.1 An order shall be accepted only upon and subject to the Sword Services Ltd current terms and conditions of sale. The buyer understands and agrees that future orders are subject to Sword Services Ltd Terms and Conditions. No other express terms, written or oral, shall be incorporated into the contract. Unless confirmed in writing by a director of Sword Services Ltd.
3.2 No cancellation or amendment of any order will be accepted unless received by Sword Services Ltd in writing at least three days before the delivery date notified by Sword Services Ltd to the Buyer
3.3 No cancellation or amendment of an order will be accepted where Goods have been manufactured ordered or purchased by Sword Services Ltd, to meet the Buyer’s requirements or where a special price has been negotiated with the Buyer.
3.4 This does not affect any statutory rights the Buyer may have.
3.5 All prices quoted to the buyer are on the basis of full quantities specified by the buyer. Sword Services Ltd reserves the right to revise prices in the event of alteration of the quantity of goods being ordered.
4.0 Price of Products
An order is accepted only on the condition that the prices of the products shall be those in force at the date of dispatch of the products. All prices and other sums payable by virtue of these terms and conditions are subject to
The addition of Value Added Tax or such other tax required to be paid by law at the rate for the time being in force. Prices are also exclusive of installation charges and carriage fare.
4.1 Where an estimate or quotation is given and is based on information supplied by the Buyer and that information is subsequently changed or proves to be incorrect, Sword Services Ltd reserves the right to increase the price or cancel the order.
5.0 Product Specification
The buyer shall, within 21 days. From and including the date of the delivery of the products, carry our, at its own expense. Tests to ensure that the products satisfies the buyer reference specification as set our in the delivery note, and shall notify Sword Services Ltd in writing within such 21 day period of any failure of the products t meet the referenced product specification. If no such written notice is received by Sword Services Ltd within such 21 days, the buyer shall be deemed to have accepted the products as satisfying the product specification. Sword Services Ltd reserves the right to alter such specifications without prior notice to the customer and without liability on the part of Sword Services Ltd and no warranties are given by Sword Services Ltd in respect of such alterations.
6.0 Delivery
6.1 the Buyer shall at the time of placing an order with Sword Services Ltd specify, in writing, the dates, addresses and any general instructions for the delivery of the products
6.2 Sword Services Ltd shall use its best endeavours to supply and deliver the products in accordance with any such dates, addresses and any general instructions specified by the Buyer
6.3 The Buyer shall pay reasonable delivery charges to Sword Services Ltd such charges shall be published from time to time by Sword Services Ltd
6.4 This does not affect any other rights or remedies Sword Services Ltd may have
7.0 Risk and Title
7.1 Risk in the products shall pass from Sword Services Ltd to the Buyer on delivery of the products to the Buyer or the specified delivery address advised by the buyer.
7.2 The title of the products shall remain the property of Sword Services Ltd until payments of all sums owing t Sword Services Ltd on any products have been discharges in full
7.3 The Buyer shall not interfere with any of Sword Services Ltd’s distinguishing marks or labels attached to the products before the products have been paid for in full
7.4 The buyer shall store the products separately from any other goods until they become the Buyers property or they are attached to or incorporated in other products or they are delivered to a Purchase by the Buyer
7.5 If the Buyer sells the products to a Purchaser ownership of the goods will pass to the Buyer immediately before the products are delivered to the Buyer’s Purchase and Purchaser shall hold the proceeds of the sale on trust for Sword Services Ltd in a separate bank account. Sword Services Ltd may trace the proceed of the sale that the Buyer receives into any bank or any other account that the Buyer maintains. Sword Services Ltd may also by written demand require the Buyer to assign to Sword Services Ltd or any other account that the Buyer maintains. Sword Services Ltd the Buyer’s rights to recover the price from its Purchaser.
a) In consideration of Sword Services Ltd agreeing to supply products to the Buyer and entering into this agreement with the Buyer, the Buyer hereby agrees absolutely to assign to Sword Services Ltd the buyer’s right to recover from the purchaser the price of the products supplied (by way of purported sale or otherwise) by the Buyer to the purchaser in respect of which products the Buyer has not paid Sword Services Ltd in full at the time of the said supply to the purchase.
b) No further action will be necessary by either Sword Services Ltd of the buyer to convert this agreement to assign into an absolute assignment.
c) Nothing in these provisions shall prevent Sword Services Ltd from recovering the price of products supplied to the Buyer directly from the Buyer at any time, to save that where Sword Services Ltd recovers the price from the purchaser by reason of the above assignment credit will be given to the buyer for any part of the price so recovered.
d) Nothing in these provisions shall be taken by way of implication or otherwise as conferring on the Buyer the right to sell or otherwise transfer possession of products supplied by Sword Services Ltd to the buyer
7.6 At no time must the buyer add labels to machines as warranty will be invalidated.
8.0 Payment
8.1 All credit customers must complete a credit application form which Sword Services Ltd will submit to CPA for credit approval. A credit line will only be offered on CPA approval
8.2 Sword Services Ltd shall render an invoice on delivery of the products to the Buyer. Payment for the products delivery charges and any taxes shall be due and payable by the Buyer to Sword Services Ltd by either BACs payment or Cheque no later than 30 days from the date of invoice unless specifically agreed otherwise, and without the right of deduction or set off. Unless terms of credit have been agreed, all products supplied by Sword Services Ltd must be pre-paid by the Buyer.
8.3 All credit account invoices are assigned to Sword Services Ltd to whom payment must be made.
8.4 Sword Services Ltd right’s under the agreement will not be affected by any forbearance or concession made by Sword Services Ltd
B.4 The Buyer shall immediately notify Sword Services Ltd in writing in the event of the following
a) Change or alteration in your trading name
b) Change of Banker
c) Any change of Directors, Principals and Partners
d) Change of your address or that of any Directors, Principals and Partners
Sword Services Ltd shall be at liberty at any time to vary or suspend any terms of credit or credit limit given to the Buyer
9.0 Warranty
9.1 Sword Services Ltd warrants that the products shall be free from defects in materials or workmanship. The period of such warranties shall be asset in the current price list. The warranty period shall commence on the date of despatch of the products to the Buyer. Any alleged defects in the products must be notified in writing within 21 days of receipt of the products
9.2 In the event of any established breach of warranty, Sword Services Ltd shall repair or replace in its absolute discretion any defective products. The Buyer shall be liable for the delivery charges incurred in returning the defective products to Sword Services Ltd, but shall not be liable for the cost of the repair or the replacement of the products to the Buyer.
9.3 Repairs undertaken by Sword Services Ltd under the terms of its warranty are guaranteed for 90 days form the date of despatch to the Buyer.
9.4 Where Sword Services Ltd in total discretion replaces any defective products, the warranty on such replacement shall continue for the remainder of the unexpired term of the warranty.
9.5 The warranty shall not cover any defect caused.
(a) by fair wear and tear
(b) in whole or in part by the negligence of the buyer or a user
(c) By improper or unauthorised use of the products including an attempt to carry out repairs or modifications to the product.
(d) By causes external to the products
(e) By the Buyer not adhering to Sword Services Ltd and the manufacturer’s instructions and warnings relating to the safe and proper use of the product
9.6 The Buyer shall have no claim for loss of profit or contracts or consequential loss which may be suffered by the buyer or by any third party arsing out of such breach of warranty.
9.7 Failure by the customer to settle accounts rendered for goods supplied will render the warranty null and void
9.8 Returns Procedure
a) The customer shall be responsible for the cost of carriage and insurance in respect of all goods by the buyer to Sword Services Ltd for repair, replacement or credit which goods will be at the risk of the buyer until actual receipt there of Sword Services Ltd.
b) Sword Services Ltd will not accept returned goods for repair, replacement or credit unless such a return has been agreed in advance, and the goods are received in stock condition, original packing and clearly marked with the appropriate RMA (returns materials authorisation) number, which will be issued by Sword Services Ltd at the time of the intent to return the goods. RMA number must be accompanied by a full description of any alleged defect
c) Any notification of return dead on arrival (DOA) goods must be made not later than 21 days from the date of the invoice
d) Sword Services Ltd reserves the right t determine whether returned goods will be repaired, replaced or credited under absolute discretion of Sword Services Ltd
e) Sword Services Ltd reserves the right to levy a surcharge of 25% of the value of the goods to the buyer in the event of returned goods being found to be in working order in accordance with the specification of the order
f) Sword Services Ltd reserves the right to replace goods with product(s) considered by Sword Services Ltd to be equal specifications to the goods being replaced
g) Notwithstanding. Sword Services Ltd will not be liable to any claim greater than the goods
10. Storage
In the event that written dates, addresses and general instructions for delivery of the products are not notified to Sword Services Ltd at the time of placing the order, Sword Services Ltd shall be entitled to store the products and the buyer shall be liable for reasonable cost of such storage.
11. Design Change
Sword Services Ltd reserves the right to supply products with design and specification changes as technological development may require without prior notice
12. Intellectual Property
The Buyer shall promptly notify Sword Services Ltd of any claim received by the Buyer alleging an infringement of patent or other intellectual property rights of a third party. Sword Services Ltd will refer such matters immediately to the manufacturer of the products. The Buyer shall co-operate with Sword Services Ltd in defending any patent or other right claimed in respect of the products and the Buyer shall not be liable to the Buyer in respect of any patent infringement or claim based upon the use of the products or a part thereof modified for use in connection with equipment or devices not supplied by Sword Services Ltd or in a manner for which the products were not designed. Liability is further limited to use of the products in countries for which patent protection has been obtained
13. Force Majeure
Sword Services Ltd shall not be liable for any failure to supply and/ or deliver products for any incomplete supply or delivery or for any damage to or defect in the products caused by strikes, lockouts, labour disturbances, Acts of God or any reason beyond Sword Services Ltd’s control including any act or default of Sword Services Ltd’s own suppliers, the Buyer or third parties
14. Representation
No agent of Sword Services Ltd has authority to make oral representations prior to or after placing an order. Nor, subject to Clause 2.1 has any agent of Sword Services Ltd, authority to vary of modify the Terms and Conditions herein unless confirmed in writing by a director of Sword Services Ltd.
15. Termination
Sword Services Ltd may immediately terminate this contract and claim damages from the Buyer if the buyer
a) Does not or not in time or not properly fulfil it obligations under this contract
b) Suffers distress or execution to be levied against it, makes or proposes to make any arrangement with its creditors, becomes bankrupt or, being a company, goes into liquidation (other than voluntary liquidation for the purposes for re-organisation), or Receivership or have an administrative receiver appointed.
16. Health and Safety
The Buyer shall take all reasonable steps to ensure the goods are used in accordance with any relevant information or advice which Sword Services Ltd or the manufacturer may make available to the Buyer including without limitation drawing the Buyer’s attention to Sword Services Ltd and the manufacturers instructions and warnings relating to the safe and proper use of the product
17. Assigned Invoices
Where an Invoice has been assigned to a third party, any terms and conditions applied to the assignee shall be in addition and supercede the Terms and Conditions of Sword Services Ltd
18. Governing Law
These Terms and Conditions shall be in all respects be construed under the Law of England
|