Terms and Conditions for Smart Local Limited.
1.
DEFINITIONS
In these conditions the
following words have
unless the context
requires otherwise the
meanings set out
opposite them.
1.1 “The Company” shall
mean Smart Local
Limited;
1.2 “The Customer” shall
mean any person firm or
company or organisation
to whom the Company
agrees to sell “the
Goods and/ or Services
”;
1.3 “The Goods and/ or
Services ” shall mean
the Goods and/ or
Services (and any parts
thereof) the subject
matter of the contract
as described in these
conditions and (if
appropriate) on the face
of the Company’s order
acknowledgement form.
1.4 “The Manufacturer”
shall mean the
manufacturer of the
Goods and/ or Services .
1.5 “Reseller” shall
mean any person or firm
or company or
organisation to whom the
Company agrees to sell
“the Goods and/ or
Services ” for the
purpose of resale to a
third party or parties.
2.
GENERAL
2.1 All contracts for
the sale of the Goods
and/ or Services by the
Company are made subject
to these conditions of
sale, which supersede
any earlier sets of
conditions issued by the
Company. Any
stipulations or
conditions in the
Customer’s order form or
other document delivered
by the Customer which
would if applicable
conflict with these
conditions or in any way
qualify or negate the
same shall be deemed to
be inapplicable to the
Company unless the same
shall have been
expressly agreed to in
writing in a document
signed by a Director of
the Company. No other
servant or agent of The
Company has any
authority to alter or
qualify these conditions
in any way.
2.2 The Company reserves
the right by notice in
writing to the Customer
signed by a director of
the Company to add to
amend or vary these
conditions at any time
before acceptance of
delivery of or payment
for the Goods and/ or
Services whichever is
earlier.
2.3 Acceptance of
delivery of the Goods
and/ or Services or
payment for the Goods
and/ or Services by the
Customer to the Company
shall itself constitute
an acceptance of these
conditions where
acceptance has not been
previously communicated
to the Company.
2.4 Quotations shall be
available for acceptance
(unless expressly stated
otherwise) for a maximum
period of 30 days from
the date thereof and may
be withdrawn by the
Company within such
period at any time by
written or oral notice.
3.
DELIVERY
3.1 The time for
delivery is given as
accurately as possible
but is not guaranteed.
3.2 In the event that
the Goods and/ or
Services are not
delivered on the date
stipulated then the
Customer shall accept
delivery of the Goods
and/ or Services within
such further period
which is reasonable in
all the circumstances
provided that if the
Customer is of the
reasonable opinion that
such reasonable period
has expired he shall
give written notice to
the effect to the
Company stating his
reasons for such opinion
whereupon such
reasonable period shall
be deemed to expire 15
days after the service
of such notice. The
Customer shall have no
right to claim damages
or cancel the order for
any delay in delivery
not exceeding 15 days
beyond such reasonable
period.
3.3 The Company shall
not be required to
fulfil orders in the
sequence in which they
were placed.
3.4 Failure by the
Customer to take
delivery of or to make
payment in respect of
the Goods and/ or
Services or any one or
more instalments of the
Goods and/ or Services
shall entitle the
Company to treat the
whole of the contract as
repudiated by the
Customer.
3.5 Without prejudice to
conditions 3.4 The
Company will endeavour
to comply with
reasonable requests by
the Customer for
postponement of delivery
of the Goods and/ or
Services but shall be
under no obligation to
do so and where delivery
is postponed by
agreement otherwise than
due to default by the
Company the Customer
shall pay the costs and
expenses including a
reasonable charge for
storage and
transportation
occasioned thereby and
payment for the Goods
and/ or Services shall
be made on the date
payment would have been
due had delivery not
been postponed.
4.
PASSING OF PROPERTY AND
RISK
4.1 Risk shall pass to
the Customer so that the
Customer is responsible
for all loss damage or
deterioration of the
Goods and/ or Services:-
4.1.1 If the Company
delivers the Goods and/
or Services by its own
transport or in
accordance with a
specific contractual
obligation arranges
transport for the Goods
and/ or Services at the
time when the Goods and/
or Services arrive at
the place of delivery.
4.1.2 In all other
circumstances at the
time when the Goods and/
or Services leave the
Company’s premises.
4.2 Title to the Goods
and/ or Services or any
part thereof shall not
pass to The Customer
until:-
4.2.1 The Customer has
paid to the Company all
sums due and payable by
it to the Company under
this contract and all
other prior contracts
between the Company and
the Customers: or
4.2.2 The Company serves
notice in writing on The
Customer specifying that
the title in the Goods
and/ or Services or any
specified part thereof
has passed to the
Customer; and until
title to the Goods and/
or Services has passed
to the Customer the
Customer shall possess
the Goods and/ or
Services or any part
thereof as bailee of the
Company and shall store
the Goods and/ or
Services or any part
thereof separately from
other Goods and/ or
Services as to ensure
that they are clearly
identifiable as the
property of the Company.
4.3 The Company shall be
entitled to recover
Goods and/ or Services
in respect of which
title has not passed to
the Customer at any time
and the Customer hereby
licenses the Company its
officers employees and
agents to enter upon any
premises of the Customer
for the purpose either
of satisfying itself
that condition 4.2 is
being complied with by
the Customer or
recovering any Goods
and/ or Services in
respect of which title
has not passed to the
Customer.
4.4 The Customer shall
only be at liberty to
sell the Goods and/ or
Services hereunder prior
to passing of title to
the Customer on the
understanding that that
portion of the proceeds
of the sale of the Goods
and/ or Services which
represents the sums due
to the Company here
under belong to The
Company and are held by
the Customer on trust
for the Company and are
paid into a separate
bank account designated
as a trust account for
The Company.
5.
PRICE
All prices are unless
otherwise stated quoted
net ex works exclusive
of V.A.T. or other tax
or duty relating to the
sale or delivery of the
Goods and/ or Services
Chargeable to the
Customer and the cost of
carriage and packaging
if required by the
Company shall be charged
extra.
6.
TERMS OF PAYMENT
6.1 Unless otherwise
agreed by the Company in
writing payment for the
Goods and/ or Services
shall be paid in full
and received by the
Company within 7 days
from the date of
delivery.
6.2 Where the Goods and/
or Services are
delivered by instalments
The Company may invoice
each instalment
separately and the
Customer shall pay such
invoices in accordance
with these conditions.
6.3 In the event of
default in payment by
the Customer the Company
shall be entitled
without prejudice to any
other right or remedy
the Company has under
these conditions and
without prior notice to
suspend all further
deliveries or services
or any contracts or
contracts between the
Customer and the Company
and to charge interest
on the amount
outstanding at the rate
of 4% above the base
rate of the Bank of
England from time to
time in force throughout
the period the amount is
outstanding. A cheque
tendered by the Customer
in payment shall not be
treated as payment until
the same has been
cleared.
7. COOLING-OFF PERIOD AND CANCELLATIONS
In line with the legal requirements under The Distance Selling Regulations, September 2006, we at SmartLocal offer the following cooling off period and cancellation policy:
7.1 When selling to the Customer by mail order, phone, fax, Internet or digital TV the Company gives the Customer a cooling-off period during which they have an unconditional right to cancel the contract.
7.2 In the case of Services, the cooling-off period normally ends seven working days after the day the order was made – or after written confirmation is received.
7.3 In the case of Goods, the cooling-off period normally ends seven working days after the day the goods are received.
7.4 The Customer must inform the Company in writing – by letter, fax or e-mail – of the Customer’s decision to cancel.
7.5 Customers’ money should be reimbursed as soon as possible – and in any case within a maximum period of 30 days.
7.6 The Company also invokes the exception of “goods made to the Customer's specification” where the Company reserves the right to deduct any reasonable out of pocket expenses from any potential refund.
7.7 All returns under the cooling off period are at the
customer's expense and risk. The customer is responsible for
ensuring that any goods being returned are appropriately
packaged to avoid damage as credit can not be given for
damaged goods. Proof of posting will not be accepted as
proof of receipt.
8.
INSTALLATION/WARRANTY
8.1 The Customer
undertakes and warrants
the Company that the
Manufacturer or an
engineer authorised by
the Manufacturer to
carry out such
installation will
install the Goods and/
or Services and upon
completion of the
installation the
Manufacturer and/or the
authorised engineer
shall run a full
diagnostic check on the
system into which the
Goods and/ or Services
have been installed. The
Customer shall notify
the Company immediately
in the event of the
diagnostic check not
proving satisfactory. In
the event that the
Customer installs the
Goods and/ or Services
in any other manner or
takes delivery of the
Goods and/ or Services
into its own stock then
it does so at its own
risk.
8.2 The Company shall
not be liable for:-
8.2.1 Any defects in the
quality or state of the
Goods and/ or Services
unless such defect
arises and the Customer
gives notice in writing
to the Company of this
defect within 7 days of
completion of the
Manufacturers diagnostic
check in accordance with
8.1 hereof.
8.2.2 Any loss or damage
suffered by reason of
use of the Goods and/ or
Services after the
Customer becomes aware
of a defect or after the
Customers becomes aware
of circumstances, which
should reasonably have
indicated the existence
of a defect.
9.
GUARANTEE
9.1 In the event that
the Goods and/ or
Services or any part
thereof are defective in
quality or state or
otherwise not in
accordance with the
contract then the
Customer shall require
in lieu of any legal
remedy which may
otherwise have been due
to the Customer the
Company to repair or
supply satisfactory
substitute Goods and/ or
Services and the Company
provided the Customer
has complied with the
requirements as to
notice contained in
these conditions shall
be obliged at its option
to repair or to take
back the defective Goods
and/ or Services and
supply satisfactory
substitute Goods and/ or
Services free of cost
and within reasonable
time. Upon the Company
repairing the defective
Goods and/ or Services
or supplying
satisfactory substitute
Goods and/ or Services
then the Customer shall
be bound to accept such
repaired or substitute
Goods and/ or Services
and the Company shall be
under no liability to
the Customer in respect
of any loss or damage
whatsoever in arising
from the initial
delivery of defective
Goods and/ or Services
or from the delay before
the defective Goods and/
or Services are repaired
or the substitute Goods
and/ or Services are
delivered.
9.2 In the event that
the Goods and/ or
Services are not
manufactured/serviced by
the Company then:-
9.2.1 The Company will
use its reasonable
endeavours to assign to
the Customer the benefit
of any warranty or
guarantee given by the
Manufacturer.
9.2.2 Any recommendation
by the Company of such
Goods and/ or Services
shall not in any way
make the Company liable
in respect of such Goods
and/ or Services.
9.2.3 The Company gives
no assurance warranty or
guarantee whatsoever
that the sale or use of
the Goods and/ or
Services will not
infringe patent,
copyright, registered
design, design copyright
or other intellectual
property rights of any
other person firm or
company.
9.3 Insofar as the Goods
and/ or Services
comprise second users
the Company warrants
that the Goods and/ or
Services are eligible
for cover under the
standard maintenance
contract provided by the
manufacturer.
10. LIABILITY
10.1 The Company will
indemnify the Customer
for direct physical
injury or death caused
solely by defects in any
of the Products or
caused solely by the
negligence of its
assigned employees
acting within the course
of their employment and
the scope of their
authority.
10.2 The Company will
indemnify the Customer
for direct damage to
property caused solely
by defects in any of the
Products or caused
solely by the negligence
of its assigned
employees acting within
the course of their
employments and the
scope of their
authority. The total
liability of The Company
under this sub-clause
shall be limited to
£1,000 for any one event
or series of connected
events.
10.3 Except as stated in
clauses 10.1 and 10.2
above. The Company
disclaims and excludes
all liability to the
Customer in connections
with these terms and
conditions including the
Customer’s use of the
products and in no event
shall The Company be
liable to the Customer
for special, indirect or
consequential damage
including but not
limited to loss of
profits arising from
loss of data or in
connection with the use
of the Products. All
terms of any nature,
express or implied,
statutory or otherwise,
as to correspondence
with any particular
description or sample,
fitness for purpose or
merchantability, are
hereby excluded.
10.4 The Customer shall
indemnify and defend The
Company and its
employees in respect of
any claims by third
parties, which are
occasioned by or arise
from any performance or
non-performance by The
Company pursuant to the
instructions of the
Customer or its
authorised
representative.
11. CONFIDENTIAL
INFORMATION
The Customer shall treat
as confidential all
information supplied by
the Company under this
agreement, which is
designated as
confidential by The
Company, or which is by
its nature is clearly
confidential.
12. INSOLVENCY
If the Customer shall
become bankrupt or
unable to pay its debts
as prescribed by section
123 Insolvency Act 1986
or compound with its
creditors in the event
of a resolution being
passed or proceedings
commenced for the
administration or
liquidation of the
Customer (other than for
voluntary winding up for
the purpose of
reconstruction or
amalgamation) or if a
receiver is appointed of
all or part of its
assets or undertaking
the Company shall be
entitled to cancel the
contract in whole or in
part by a notice in
writing without
prejudice to any right
or remedy accrued or
accruing to the Company.
13. FORCE MAJEURE
In the event that the
manufacture or delivery
of any of the Goods and/
or Services is prevented
or hindered directly or
indirectly by fire, the
elements, war civil
commotion, strikes or
lock-outs, industrial
dispute, shortage of raw
materials or fuels, acts
of terrorism
notwithstanding that The
Company has taken all
reasonable steps to
procure the same,
shortage of labour,
breakdown or partial
failure of plant and
machinery, late receipt
of Customer
specifications or other
necessary information,
acts, orders or
regulations of
Government delay on the
part of any independent
sub-contractor or
supplier, or any other
cause whatsoever beyond
the reasonable control
of The Company then the
time for the delivery of
the Goods and/ or
Services shall be
extended for a
reasonable period having
regard to the effect of
the delaying cause on
the manufacture or
delivery.
14. NOTICES
Any notice required to
be given either by the
Company or the Customer
to the other shall be
deemed to be properly
served if sent by
prepaid registered
letter posted to the
registered office or
such address as may from
time to time be notified
to the other for this
purpose and any notice
served shall be deemed
to have been served 24
hours after the time of
posting and in proving
such service it shall be
sufficient to prove that
the notice was properly
addressed and posted.
15. RESELLERS
Resellers shall be bound
by the terms and
conditions contained
herein as well as by the
terms and conditions of
any other contracts
entered into between
Smart Local Limited and
themselves. Should there
be any conflict or
disparity in full or in
part between the terms
and conditions contained
within such contracts
and the terms and
conditions contained
herein, the terms and
conditions contained in
such contracts shall
take precedence over
those contained herein.
16. ENGLISH LAW
This contract made
hereunder shall be
governed and interpreted
according to English Law
and The Company and
Customer hereby submit
themselves to the
jurisdiction of the
English Courts.
Terms & Conditions
Copyright © 2008
Access2.co.uk. All
Rights Reserved
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