1.1 In these Conditions :
1.1.1 'The Company' means Discount Computer Supplies Limited
1.1.2 'The Buyer' means the person, firm or company ordering or buying goods from or engaging the services of the Company
1.1.3 'The Goods' means the goods the subject matter of the relevant order or contract for sale
1.1.4 'The Services' means the services provided by the Company the subject matter of the relevant order or contract for sale.
1.1.5 'Conditions' means the standard terms and conditions of sale or trading set out below and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Buyer and the Company
1.1.6 'The Contract' means the contract for the sale of the Goods or the provision for the Services by the Company
1.1.7 'Writing' includes telex, cable, facsimile transmission and comparable means of communication.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.1 The Company shall sell the Goods or shall supply the Services and the Buyer shall purchase the Goods or engage the services of the Company in accordance with any written quotation of the Company which may be given which is accepted by the Buyer or any order of the Buyer which is accepted by the Company, subject in every case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Company
2.3 The Company's employees or agents are not authorised to make any representations concerning the Goods or the Services unless confirmed by the Company in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage application or use of the Goods or the reliability or performance of the Services which is not confirmed by the Company in Writing is followed or acted upon entirely at the Buyer's own risk; and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.1 Unless any of the Goods are sold to the Buyer 'over the counter', no order submitted by the Buyer for the purchase of the Goods or the supply of the Services shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company's authorised representative.
3.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Company any necessary information relating to the Goods or the Services required within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.3 The quantity quality and description of and any specification for the Goods or the Services shall be those set out in the Company's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Company).
3.4 The Buyer shall indemnify the Company against all loss damages costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design trade mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Buyer's specification.
3.5 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Company's specification which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in Writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of profit) costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4.1 The price of the Goods or the Services shall be the Company's quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed in the Company's published price list current at the date of acceptance of the order.
4.2 The Company reserves the right by giving notice to the Buyer at any time before or on delivery to increase the price of the Goods or the Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as but without limitation any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture) any experimental work carried out by the Company, any change in delivery dates, quantities or specifications for the Goods or the Services requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company and unless otherwise agreed in Writing between the Buyer and the Company, all prices are given by the Company ex-warehouse and shall include normal packaging but shall exclude installation, delivery transit and insurance for which the Company shall be entitled to charge and the Buyer obliged to pay by way of additional cost.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall be additionally liable to pay to the Company.
5.1 The Buyer shall be required to pay the Company either by way of cash with order or cash on delivery.
5.2 In respect of all orders subject to special terms agreed in Writing between the Buyer and the Company the Company shall be entitled to invoice the Buyer for the price of the Goods or the Services on or at any time after delivery of the Goods or the provision of the Services unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
5.3 In respect of orders subject to special terms agreed in Writing the Buyer shall pay the price of the Goods or the Services within 30 days of the Company's invoice and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will only be issued on request.
5.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company the Company shall be entitled to :
5.4.1 cancel the contract or suspend any further deliveries to the Buyer
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer), and
5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above Lloyds Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company's premises at any time after the Company has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Buyer's fault, and the Company is accordingly liable to the Buyer, the Company's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Buyer that the Goods are available for collection, or
7.1.2 in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods or services agreed to be sold or provided by the Company to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so all moneys owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
8.1 The Company's liability (both in contract and in tort) in respect of defects in the Goods or the services shall be limited to the replacement of faulty items or materials or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company in its discretion considers appropriate in the circumstances.
8.2 Any of the Goods which are returned with the agreement in Writing of the Company will only be accepted (subject to an additional re-stocking fee) with a returns authorisation number clearly labelled on the outer packaging and MUST BE RETURNED IN THE ORIGINAL PACKAGING, UNDAMAGED AND COMPLETE. GOODS WHICH ARE NOT IN LINE WITH THESE CONDITIONS WILL AT THE COMPANY'S DISCRETION BE REFUSED. It is the responsibility of the Buyer to ensure that any items returned are properly insured. The Company will not be responsible for any items lost or damaged in transit.
8.3 The Company's liability above is subject to the following conditions:
8.3.1 the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer
8.3.2 The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in Writing) misuse or alteration or repair of the Goods without the Company's approval.
8.3.3 The Company shall be under no liability if the total price for the Goods has not been paid by the due date for payment
8.3.4 the Company's liability does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
8.4 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.5 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or the Services or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.7 Where any valid claim in respect of any of the Goods or the Services which is based on any defect in the quality or condition of the Goods or the Services or their failure to meet specification is notified to the Company in accordance with these Conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Buyer.
8.8 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer or the provision of the Services except as expressly provided in these Conditions.
8.9 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods or the Services if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control:
8.9.1 Act of God, explosion, flood, tempest, fire or accident;
8.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.9.4 import or export regulations or embargoes;
8.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party)
8.9.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.9.7 power failure or breakdown in machinery
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrances takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business, or
9.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any 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 shall not be affected thereby.
10.4 The contract shall be governed by the Laws of England.