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Terms & Conditions


DEFINITIONS
1. "Customer" means the party identified as the customer to whom the Company may agree to Supply Products from time to time in accordance with these Terms and Conditions.
2. "Company" means T L Computer Systems(Wales) Ltd (Registered number 4561221) of 40 Holton Road, Barry. CF63 4HD
3. "Products" means goods or services including but not limited to computer hardware and software items to be provided by the Company to the Customer in accordance to these Terms and Conditions.
PURCHASING
4. The purchaser may sell the goods to a third party in the normal course of his/her business but:
- only at such a price as reflects at least the value owed to the Supplier in respect of those goods.
- The purchaser shall in every such case impose upon the sub-purchaser a condition identical to clause 4 above and in this respect the purchaser hereby appoints the Supplier as his/her only agent for the recovery of any goods not paid for in full by the sub-purchaser at the date due for payment under these terms. The purchaser shall, at or before delivery of the goods inform the sub-purchaser of the Supplier'ss interest in the goods. The Purchaser shall, immediately upon any sub-sale, supply to the Supplier the name and address of the sub-purchaser and the date and contract price of each delivery.
- The supplier shall be entitled to confirm to the sub-purchaser his interest in the goods and the proceeds of the sale thereof.
DISPATCH
5. Any date or time quoted for dispatch is to be treated as an estimate only. Dispatch may be postponed because of conditions beyond the Companies reasonable control, and in no event shall the company be liable for any damages or penalty for delay in dispatch or delivery.
6. Risk shall pass to the customer at the time the products are dispatched by the Company. The Company accepts no liability for loss or damage caused by the carrier.
7. The customer may inspect the products immediately after delivery is complete. If any products are damaged (or not delivered), the customer must notify the company within 5 working days of the delivery or expected delivery. If proof of delivery is required, this must be requested within 14 days of the date of the invoice.
8. If products are delivered in instalments the company shall be entitled to invoice each instalment upon delivery therein.
9. The supplier shall not be liable for delay or failure in performing his obligations under this contract to the extent that such failure or delay is caused by, or contributed to, by any Force Majeure, Act of God, War, Civic commotion, Riot, Strike, Lock-out, Trade dispute, Accident or any other happening or event beyond control of the supplier.
10. The company may deliver the products in instalments. Each instalment is treated as a separate delivery unless stated.
PRICING
11. Catalogues, Price lists and other advertising literature or material as used by the company and intended only as an indication as to the price and range of the products offered and no prices, descriptions or other particulars contained therein shall be binding on the company.
12. All prices are given by the company at the time of the order on an ex-works basis and the customer is liable to pay for the transport, packaging insurance costs.
13. All quoted or listed prices are based on the cost to the company of supplying the products to the customer. While the company tries to insure that all prices are accurate, errors may occur. If, prior to delivery of the products, the company discovers the error in the price of the products ordered or the price changes as a result of circumstances beyond the companies control, the company may change the products price and such changes shall apply to any purchase order placed with the company.
PAYMENT TERMS
14. Payment terms are strictly 30 days net following delivery and every delivery is to be treated as a contract. In the event that the purchaser fails to pay on the due date the supplier shall be entitled to treat the contract as wrongfully repudiated by the purchaser and also to damaged for the purchasers breach of contract. The supplier shall also be entitled to interest on any unpaid amount, from the due date until payment, at the rate of 4% over Lloyds base rate prevailing at the relevant time.
15. Notwithstanding the payment terms previously stated, payment in full will become due immediately upon purchaser becoming the subject of Bankruptcy proceedings, Winding up action, a Sequestration order having a warrant for possession issued against him/her or entering into a voluntary arrangement with his/her creditors and the purchaser hereby agrees immediately to notify the person or agent enforcing such action of the supplier'ss title to the goods.
16. Title to the goods shall remain with the supplier until payment in full has been received. If payment is overdue, in whole or in part, the supplier may (without prejudice to any of its rights) recover or resell the goods and may enter upon the purchaser'ss premises by it'ss servant or agents for that purpose and the purchaser hereby agrees to allow such entry for the purposes without hindrance or charge.
17. Stocking fee will be charged for at 28% for used stock and 5% for unused stock.
18. Until payment in full is made to the supplier, the purchaser shall make all necessary arrangements for the safe-keeping of the goods including the Insurance thereof to their full value and the purchaser accepts all risks to the goods upon delivery thereof.
19. The customer must notify the company in writing within 7 days of the date of the Invoice. Failure will result in the company assuming acceptance of the invoice in full.
20. The customer does not have the right to set off any money claimable from the Company against the sums owing to the company by the customer.
SPECIFICATION OF PRODUCTS
21. The company will not be liable in respect of any loss or damage caused by or Resulting from any variation for whatsoever reason in the manufacturer'ss Specifications or technical data of the products.
22. The company will not be responsible for any loss or damage resulting from Curtailment or cessation of supply of products following any variation as described in clause 19 of this contract.
23. The company will use its reasonable endeavours to advise the customer of any such impending variation as soon as it receives any such notice thereof from the manufacturer.
24. Unless otherwise agreed, the products are supplied in accordance with the manufacturer'ss standard specifications as these may be improved, substituted or modified.
25. The company reserves the right to increase its quoted or listed prices, or to change accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances consider cancellation of such orders or the return of such orders.
INTELLECTUAL PROPERTY
26. The customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to third party software supplied and delivered by the company (including if so required the execution and return of a third party software licence). The customer is hereby notified that failure to comply with such terms and conditions could result in the customer being refused a software licence or having the same revoked by the proprietary owner. The customer further agrees to indemnify the company in respect of any costs, charges or expenses incurred by the company as the result of any breach by the customer of such terms and conditions.
27. NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENCED TO THE CUSTOMER UNDER THIS CONTRACT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.
CONFIDENTIALITY
28. The customer shall safeguard and (save as may be required by law) keep confidential all information trusted to it by the company which is not in the public domain and take all reasonable precautions to safeguard the company'ss confidential information. 29. Only those members of staff who need to be aware of confidential information in order for the customer to fulfil its obligations under this contract shall be entitled to access to the confidential information.
30. All confidential information passed to the customer by the company shall remain the exclusive property of the company and the customer undertakes to return such information at the request of the company or, at the latest, upon termination or expiration of this contract.
RETURNS
31. The company reserves the right to an administration charge in respect of the rotation of products and returns.
32. Returns must be made subject to the following:
- Prior authority having been obtained from the company which will be given at the company'ss sole discretion:
- The request for the return must be made within 14 days of the date of Invoice and the products in issue must be returned within 14 days of the authority to return:
- Subject to the company stock rotation policy
- The products must be properly packed:
- The products must be in a saleable condition:
- The products must be accompanied by a list of the Products; and
- The products must still be covered by warranty in accordance with Warranty clause
33. The company reserves the right to reject any products which do not comply with the conditions set out in clause 32 of this contact.
34. If the company nevertheless agrees to accept any products returned which are not in a saleable condition, the Company reserves the right to change the cost to the customer of bringing the products into a saleable condition.
WARRANTY
35. The Company warrants that it has good title to or licence to supply all products to the customer.
36. If any part of the hardware products should prove defective in materials or workmanship under normal operation or service, such products will be repaired or replaced only in accordance with any warranty cover terms as provided by the manufacturer of the products PROVIDED THAT no unauthorised modifications to the product or to the system of which the product forms part have taken place. The company is not responsible for the cost of labour or other expenses incurred in repairing defective or non-conforming parts.
37. The Company reserves the right to test all Products returned as faulty and to return to the Customer (at the Customer'ss expense) any Products found to be faulty. The Company also Reserves the right to levy an additional reasonable charge to cover the cost of such testing.
38. All software products supplied hereunder are supplied "as is". The sole obligation of the Company in connection with the supply of software products is to use all reasonable Endeavours to obtain and supply a corrected version from the manufacturer concerned In the event that such software product should fail to conform to product description PROVIDED ALWAYS THAT the customer notifies the company of any such non-conformity Within 90 days of the date of delivery of the applicable software product.
39. The company cannot accept any liability in relation to any losses, costs or expenses which arise through any difficulty caused over date changes.
40. If the products are rejected by the customer as not being in accordance with the customer'ss order pursuant to clause 15 or 17 of these terms and conditions, the company will only accept the return of such products as provided in clause 26 of these terms and conditions. The company will not consider any claim for compensation, indemnity or refund under liability unless it has been established or agreed with the manufacturer and, where applicable, the insurance company.
41. EXCEPT AS SPECIFICALLY SET OUT IN THESE TERMS AND CONDITIONS, THE COMPANY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OR DEALING, USAGE OR TRADE PRACTICE.
42. The terms and conditions and warranties contained herein shall constitute the entire agreement between TL Systems (the supplier) and the purchaser and any variation of these terms and conditions must be agreed in writing by both parties before they become applicable.
43. The supplier shall, at his cost and expense, repair or replace, at his own discretion, the whole of any part of the goods found to be defective or unserviceable except that the supplier shall be under no liability to the purchaser for any loss, damage, injury or expense arising from a defect in the goods.
44. Any liability of the supplier shall be limited to the value of the goods supplied and the full refund of the purchase price shall be deemed full settlement of any disputed liability. Specifically this shall not render the supplier liable to loss, damage or expense caused as a consequence of any failure on the part of the supplier whatever and howsoever caused.
45. This agreement shall be governed and determined by the laws of the jurisdiction of the Courts of England and Wales and the parties submit to this exclusive jurisdiction.
INDEMNITIES AND LIMITS OF LIABILITY
46. The company will indemnify the customer for direct damage to property caused solely by defects in any of the products or which are caused solely by the negligence of the company'ss assigned employees acting within the course of their employment and the scope of their authority. The company'ss total liability under this sub-clause shall be limited to £100,000 for any one event or series of connected events.
47. Except as stated in 46 of these terms and conditions, the company disclaims and excludes all liability to the customer in connection with these terms and conditions including the customer'ss 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.
48. The customer shall indemnify and defend the company and its employees in respect of any claims by third party which arise from any company performance or non-performance pursuant to the instructions of the customer or its authorised representative.
TERMINATION FOR CAUSE
49. This Contract may be terminated forthwith by notice in writing:
- If either party fails to perform any of its obligations under these terms and conditions and such failure continues for a period of 14 days after written notice thereof by the other party: or
- By the Company if the Customer fails to pay any sums due hereunder by the due-date notwithstanding the provisions for late payment as stated in Clause 14 of these terms and conditions or if the Customer becomes insolvent.
50. The Company will deem the Customer insolvent if:
- The Customer is unable to pay debts as they fall due: or
- The Customer or any item of the Customer'ss property becomes the subject of:
1. any formal insolvency procedure such as receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy: or
2. any application or proposal for any formal insolvency procedure: or
3. any application, procedure or proposal overseas with similar effect or purpose.
51. Any termination of the contract under this clause of these terms and conditions shall be without prejudice to any other remedies a party might be entitled to and shall not affect any accrued rights or liabilities of either party.
52. The confidentiality obligations under 28 shall survive termination of this contract.
EXPORT AND/OR RE-EXPORT LIMITATIONS
53. The Customer acknowledges and agrees the hardware and software products, and technology subject to this contract, are subject to export control laws and regulations of the United States, EU and National Legislation. The Customer will comply with all these laws and regulations.
54. The Customer shall not, without prior appropriate government authorisation, export, re- Export, or transfer any hardware or software products, or technology subject to this contract, Either directly or indirectly, to any country subject to US trade embargo or to any resident or National of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the US Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the US Department of Treasury or Any other comparable European or Local regulation.
55. In addition, any hardware or software Products, or technology subject to this contract may Not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction.
DATA PROTECTION
56. The parties are committed to respecting the privacy rights of individuals. The receiving party will comply with relevant laws and regulations related to this collection and transfer and agrees also to comply with relevant laws and regulations related to the storage, maintenance and processing of such personal data.
CONTRACT
57. The headings in these terms and conditions are for ease of reference only and shall not affect Its interpretation or construction.
58. No forbearance, delay, indulgence by either party in enforcing its respective rights shall Prejudice or restrict the rights of the party and no waiver of any other such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other rights or any later breach.
59. The Customer agrees not to assign any of its contractual rights herein without prior written Consent of the Company.
60. If any of these terms and conditions are unenforceable as drafted it will not affect the Enforceability of any other of these terms and conditions and if it would be enforceable if Amended, it will be treated as so amended.
61. Neither party shall be liable to the other for any delay in failure to perform its obligations Hereunder (other than a payment of money) where such delay or failure results from force Majeure including any act of God, fire, terrorism, explosion, accident, industrial dispute or Any cause beyond its reasonable control.
62. Any documents or notices given hereunder by either party must be in writing any may be Delivered personally or by first-class post or by fax to the other registered address or Principle place of business. The notice period for posted documents will be deemed to have Been given 2 working days after the date of posting. All such notices must be signed.
63. These terms and conditions shall be construed in accordance with the laws of England and Wales And the jurisdiction of which shall be the courts of England and Wales.
64. No contract will create any right enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not identified as the Company or the Customer.
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