Terms & Conditions of Website Use
NS Optimum Ltd (NSO) is a registered trading name of NS Optimum Ltd, which is a limited company registered in England and Wales, Company Number 3018839.
- Information about us
www.nsoptimum.co.uk is a site operated by NS OPTIMUM LTD (“We”). We are registered in England and Wales under company number 3018839 and have our registered office at Number 10 T1300, Plato Close, Tachbrook Business Park, Warwick, CV34 6YB. Our VAT number is GB650 3532 63.
- Accessing our site access
- Acceptable use
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation;
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- For the purpose of harming or attempting to harm minors in any way; or
- To transmit or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam)
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of these terms;
- Not to access without authority, interfere with, damage or disrupt;
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
- Intellectual Property Rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site, must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
- Our Site Changes Regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
- Our Liability
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we and other members of our group of companies hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any third party websites linked to it and any materials (including but not limited to rewards vouchers) posted on it or on any third party website , including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of opportunity;
- loss of profits or contracts
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
- for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
Clause 6 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
- Information about you and your visits to our Site
- Viruses, Hacking and other Offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you may commit a criminal offence under the UK Computer Misuse Act 1990. We may report any such breach to the relevant law enforcement authorities and co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or your downloading of any material posted on it or on any website linked to it.
- Third party Websites
Where our site contains links to websites provided by third parties, these links are provided for your information only. We have no control over the contents of those websites or rewards and accept no responsibility for them or for any loss or damage that may arise from your use of them. You access and accept any third party websites at your sole risk and discretion. You are solely responsible for any use of these websites and for any decision to accept or reject any offers via these websites. We do not recommend or endorse any third parties, their websites or any goods or services offered by them and cannot guarantee the availability or accuracy of any third party offers or goods and services linked to from our site.
- International Use
We make no representations that materials on the site are appropriate or available for use in locations outside the United Kingdom and accessing the site from territories where its contents are illegal or unlawful is prohibited. If you choose to access the site from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.
- Jurisdiction and Applicable Law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
- Third party Rights
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.
- Call Recording
Please note; calls may be recorded or monitored for training and quality purposes.
- Your Concerns
If you have any concerns about material which appears on our site, please contact NS Optimum Ltd by emailing email@example.com
NS Optimum Ltd regard your privacy as extremely important. Information we collect from you, where you choose to provide it to us, enables us to send you information about products and services in which you register an interest. By providing us with your information and ticking the appropriate box, you consent to us processing it for this purpose. We will not pass it on to any third party.
By visiting our website, you are accepting and consenting to the practices described in this policy.
For the purposes of the Data Protection Act, the General Data Protection Regulation and the Data Protection Bill, marketing information gathered during your site visit and/or your contact with us will be logged and controlled by us. We are, therefore, the Data Controller for this type of data.
INFORMATION WE MAY COLLECT FROM YOU
We may collect and process the following data about you:
- Information you give us. You may give us information about you by filling in forms on our website (www.nsoptimum.co.uk) (our site, or our sites), by corresponding with us by phone, email or otherwise. This includes information you provide when you register to use our site, sign up for any regular newsletter, participate in research activity, information services, web forum or consultancy, search for a product, and when you report a problem with our site or our solution, request us to contact you or otherwise contact us. The information you give us may include your name, address, email address, phone number and area of interest.
- Information we collect about you. With regard to each of your visits to our website, we may automatically collect the following information:
- technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
- information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our site (including the date and time); pages you viewed or searched for; page response times, download errors, lengths of visits to certain pages, page interaction information (such as scrolling, clicks and mouse-overs), methods used to browse away from the page, if you linked to our site from another website, the address of that website, and, if you linked to the site from a search engine, the address of that search engine and the search term you used.
Information we receive from other sources. We may receive information about you if you use any other website we operate or other services we provide. We also work closely with third parties (including, for example, business partners, sub-contractors in technical services, hosting, analytics providers, search information providers) and may receive information about you from them.
USES MADE OF THE INFORMATION
We use the information held about you in the following ways:
- Information you give to us. We will use this information to carry out our obligations arising from any contracts entered into between you and us and to provide you with the information, products and services you request and consent to receive from us, to notify you about changes to or to make suggestions and recommendations that may interest you about our range of products or services, or to ensure that content from our site is presented in the most effective manner for you and for your computer.
- Information we collect about you. We may use this information:
- to administer our site and for internal operations including troubleshooting, data analysis, testing, research, statistical and survey purposes;
- to provide contracted services;
- to improve our site to ensure that content is presented in the most effective manner for you and for your computer;
- To enable verification that you are a human and not a bot (reCAPTCHA)
- to allow you to participate in interactive features of our services, when you choose to do so;
- to carry out research;
- as part of our efforts to keep our site safe and secure;
- to measure or understand the effectiveness of marketing activity we serve to you and others, and to deliver relevant marketing activity to you;
- to make suggestions and recommendations to you and other users of our site about goods or services that may interest you or them.
- Information we receive from other sources. We may combine this information with the information you give to us and information we collect about you. We may use this information and the combined information for the purposes set out above (depending on the types of information we receive).
You may revoke your consent to the processing of your data at any time by sending an email to firstname.lastname@example.org FTAO The DPO. Please be specific about what type of processing you are withdrawing from so we can ensure we carry out your wishes appropriately.
You may ask us at any time for information about any personal data we hold about you, or ask us to correct or delete that information. Any access request may be subject to a fee of £10 to meet our costs in providing you with the details of the information we hold about you. From May 25th 2018, this fee will be free of charge.
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
Cookies are small text files that are used by our website to make our user’s experience more efficient. The current EU Cookie Law (more information) states that we can store cookies on your machine if they are essential to the operation of our site but that for all others we need your permission to do so. NS Optimum Ltd uses some non-essential cookies.
To learn more about cookies, including what they are, how they work and how to block them or delete them, please visit www.aboutcookies.org for detailed guidance.
The following information describes the cookies that NS Optimum Ltd currently use on this site and what we use them for:
We use a session cookie to remember what you’ve been viewing and the actions you have taken. If these are disabled, various functionalities of the site will be unavailable and you may not achieve the objective of your visit. More information on session cookies and what they are used for at www.allaboutcookies.org
Persistent Cookies (Google Analytics and reCAPTCHA)
The information generated by the cookie about your use of our website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of our website, compiling reports on website activity and providing other services relating to website activity and internet usage.
Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google undertakes not to associate your IP address with any other data held by Google. You can find out more about Google’s position on privacy as regards its analytics service at www.google.co.uk/intl/en/analytics/privacyoverview.html
If you have Adobe Flash installed on your computer (most computers do) and you use NS Optimum Ltd audio or video players, Google Analytics will try to store some additional data on your computer. This data is known as a Local Shared Object or Flash cookie. This helps us to analyse the popularity of our media files. We can count the total number of times each file is played; how many people watch videos right to the end and how many people leave before the end. Adobe’s website offers tools to control Flash cookies on your computer.
On many of the pages of the site you will see ‘social buttons’. These enable users to share or bookmark the web pages. In order to implement these buttons, and connect them to the relevant social networks and external sites, there are scripts from domains outside NS Optimum. You should be aware that these sites are likely to be collecting information about what you are doing all around the internet, including our site so if you click on any of these buttons, these sites will be registering that action and may use that information. In some cases these sites will be registering the fact that you are visiting NSOptimum.co.uk and the specific pages you are on, even if you don’t click on the button if you are logged into their services, like Google and Facebook. You should check the respective policies of each of these sites to see how exactly they use your information and to find out how to opt out, or delete, such information.
If you are happy to use our site now that you know what cookies we use and what we use them for, please click the ‘Accept Cookies’ button in the toolbar below.
If you wish to control which cookies are used, you have the following options available to you:
- Click the ‘Decline Cookies’ button in the toolbar below which will stop Google Analytics tracking but keep session cookies enabled on this site.
- Browse the site using your browser’s anonymous usage setting which is called ‘Incognito’ in Chrome, ‘InPrivate’ for Internet Explorer or ‘Private Browsing’ in Firefox and Safari.
- Not use this site and delete all NS Optimum Ltd cookies from your chosen Internet browser. To delete any cookies that are already on your computer, please refer to aboutcookies.org for detailed guidance regarding your chosen browser. You will need to search in your cookie folders for ‘NSOptimum.co.uk’ to find our cookies if you wish to perform a deletion.
PLEASE NOTE: Not accepting the cookies will prevent us from learning about website visitor behaviour that helps us improve your website visit experience. It may also render areas of the website unusable.
Disallowing cookies when using our solutions, may prevent your Administrator from managing aspects of the solution. Please contact your Administrator to discuss cookies.
NS Optimum Ltd will make every effort for all pages on this site to conform to at least Level 1 standard of the W3C’s Web Content Accessibility Guidelines. We will continue to make improvements and make sure this website conforms to these guidelines. NS Optimum Ltd are not responsible for the accessibility of any third-party websites which this site may link to. With respect to the provision of services online we have implemented a number of features to make this website easy to use, especially for users with disabilities. The following features improve navigation for text only browsers, screen reader users, and users of keyboard navigation.
1. Style Sheets
This site uses Cascading Style Sheets (CSS) for visual layout. If your browser supports it, style sheets can be disabled or over-ridden to customise the appearance of the website, to your preference.
2. Tabbing Order
We appreciate that not all people using our sites can use a mouse; we will ensure that all of our websites can be browsed in a logical manner using the Tab button. Pressing the ‘Tab’ key while on a web page will select the next link on the page. You can press ‘Tab’ repeatedly to get to the chosen link. The selected link is indicated by the dotted border around the link. Once your chosen link is selected, you can trigger it by pressing the ‘Enter’ key on your keyboard. You can move backwards through links by pressing ‘Shift’ + ‘Tab’ together.
3. Font Size
You can change the font size of each page to your preference through the browser.
- In Internet Explorer, select ‘View’, then ‘Text Size’, and then your preferred size.
- In Firefox press ‘CTRL +’ to increase font size and ‘CTRL -‘ to decrease. ‘CTRL 0’ will reset sizes to default.
- In Chrome press ‘CTRL +’ to increase font size and ‘CTRL -‘ to decrease. ‘CTRL 0’ will reset sizes to default.
- In Safari, select ‘View’, then ‘Text Size’, and then your preferred size.
- In Opera, select ‘View’, then ‘Text Size’, and then your preferred size.
Labels are used to assist access to form fields. All forms follow a logical tab sequence.
The site has been designed to be easy to read through its colour combinations. If you have any difficulty in reading parts of the site, try increasing the font size, or try altering the visual appearance of your browser.
We have worked hard to ensure that our links are meaningful, and some links are explained in greater detail by using a title attribute, visible when hovering over the link.
This website is built to HTML5 and CSS 2.0 standards. To ensure code quality and that standards are maintained we are committed to checking this on a regular basis.
This website will function and look as intended in browsers that support these standards. The most common of these are:
- Internet Explorer (latest version), Firefox, Chrome, Safari and Opera on Windows
- Safari, Chrome and Firefox on Mac OS X
If you do not have one of these browsers installed or are unable to upgrade, you may find the website easier to use by disabling CSS altogether. Please see your browser’s help documentation for further information.
Terms & conditions of Business
NSO-SF-97002 March 2007
NS Optimum Ltd Standard Terms and Conditions of Sale
1.1 “Buyer”: means person, to whom The Company may agree to supply Goods in accordance with these conditions
1.2 “The Company “: means NS Optimum Limited, Jenton Road, Sydenham Industrial Estate, Le amington Spa, Warwickshire CV31 1XS or any subsidiary or associated company (as the case maybe)
1.3 “Goods”: means any Goods and software items to be provided by The Company to the Bu yer in accordance with these conditions
1.4 “Software”: means any software supplied to the Buyer.
1.5 “Contract”: means the contract for the supply of Goods
2. ORDER ACCEPTANCE
2.1 All orders placed by the Buyer whether written or oral shall constitute an offer to THE COMPANY, under these conditions, subject to availability of the Goods and to acceptance of the order by THE COMPANY’s authorised representative. Any quotation given by THE COMPANY does not constitute an offer capable of acceptance.
3. All orders are accepted and Goods supplied subject to these conditions only. No terms or conditions put forward by the Buyer shall apply. No amendment of these conditions will be valid unless confirmed in writing on or after the date hereof by THE COMPANY ‘s authorised rep resentative.
3. HARDWARE OWNERSHIP
3.1 Notwithstanding delivery, installation and acceptance, and the passing of risk in the Hardware, or any other provision of these conditions, the property in the Hardware shall not pass to the Buyer until THE COMPANY has received in cash or cleared funds payment in full of the price of the Hardware and all other goods agreed to be sold by the Company to the Buyer for which payment is then due.
3.2 Until such time as the property in the Hardware passes to the Buyer, the Buyer shall hold the Hardware as THE COMPANY’S bailee, and shall keep the Hardware separate from that of the Buyer and third parties and properly stored, protected and insured and identified as THE COMPANY’S property. THE COMPANY shall be entitled to seek a court injunction to prevent the Buyer from selling, transferring or otherwise disposing of the Hardware.
3.3 Until such time as the property in the Hardware passes to the Buyer, THE COMPANY shall be entitled at any time to require the Buyer to deliver up the Hardware 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 Hardware is installed or stored and repossess the Hardware.
3.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Hardware which remains 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.
4. HARDWARE WARRANTY
4.1 Unless otherwise specified The COMPANY warrants to the Buyer that the Hardware supplied hereunder by THE COMPANY is free from defects of workmanship and materials for the period set out below which commences on installation by THE COMPANY or on delivery of Hardware if not to be installed by THE COMPANY. If the Buyer delays installation by THE COMPANY for more than 30 days from delivery installation shall be deemed to have occurred on the thirtieth day following delivery. THE COMPANY undertakes subject to Paragraphs 4.3, 4.4 & 4.5 below to repair or, at its option, to replace the hardware purchased hereunder which THE COMPANY has on inspection found to be defective:
4.1.1 for ninety (90) days in the case of upgrades and spare parts sales unless otherwise stated in writing by a company representative at the time of contracting
4.1.2 for a minimum of one (1) year and as specified by the manufacturer in the case of printers and peripherals unless otherwise stated in writing by a company representative at the time of contracting
4.1.3 and otherwise for one (1) year, unless otherwise stated in writing by a company representative, provided that THE COMPANY may vary the warranty periods and service level at its discretion from time to time as published in THE COMPANY Price List applicable at the time of purchase.
4.1.4 Warranty for products provided which are in whole purchased from a third party manufacturer for example printers and peripherals (but not limited to these) shall be provided direct from that manufacturer and shall be limited to the warranty provisions of that manufacturer.
4.2 Each claim by the Buyer under this warranty shall be notified to THE COMPANY within the warranty period specifying the serial number and date of purchase of Hardware and nature of defect. On notification, THE COMPANY or its agents or representatives shall have the option of telephone diagnostics and remote resolution. Should further testing, inspection, repair or replacement be required, THE COMPANY shall have the option of providing such service on-site at the Buyer’s location or of having the Hardware returned to THE COMPANY or such other address as may be notified to the Buyer freight pre-paid. Replacement parts or Hardware shall be sent by THE COMPANY to the Customer ordinary freight pre-paid, subject always to 4.3, 4.4 & 4.5 below.
4.3 On-site service is only available within the UK mainland and islands connected by road bridges. Onsite service for monitors will usually be a permanent exchange with similar new or refurbished as new monitors.
4.4 In the event of any claim presented under warranty being found on investigation by THE COMPANY either to be outside the scope or duration of this warranty or the fault not being confirmed, then the cost of such investigation and repair shall be borne by the Buyer.
4.5 THE COMPANY shall not be liable at any time for damage or defects in the Hardware or parts caused by:
4.5.1 improper use or installation; or
4.5.2 use of the Hardware outside the specifications detailed in the documentation relating to the Hardware; or
4.5.3 outside the specific application of the Hardware; or
4.5.4 where Hardware has been repaired or modified by persons not authorised by THE COMPANY
4.6.1 Notebook Battery warranty is limited to 6 months from purchase date of 500 charges and discharges whichever is soonest.
4.6.2 Desktop Power Supply Unit warranty is limited to 2 years.
4.6.3 “All in one” PCs warranty is Limited to 1 year unless otherwise stated in writing.
4.6.4 “Shuttle” PCs warranty is Limited to 1 year unless otherwise stated in
4.6.5 Third Party Advance replacement warranties on Monitors will be reduced to return to base warranties should the school permanently mark the monitor casing with security marking specific to the school.
5. SOFTWARE WARRANTY
5.1 In the case of Software produced by THE COMPANY. THE COMPANY Software is warranted to conform substantially to its published functional specifications for a period of ninety (90) days from the date of installation. THE COMPANY will during the said period, at its own expense, correct any such non-conforming Software provided that the Buyer has notified THE COMPANY and upon inspection THE COMPANY has found the Software to be non-conforming. The Buyer’s sole and exclusive remedy under this warranty will be limited to such correction. This warranty is subject to the following conditions:
5.1.1 Any modification of the Software by any persons not authorised by THE COMPANY shall void this warranty.
5.1.2 Damage resulting from or aggravated by negligence or misuse is excluded.
5.1.3 This warranty is subject to the Buyer following the procedures (if any) specified by THE COMPANY from time to time for fault recording.
5.1.4 The Buyer reporting any faults in the Software within seven (7) days of the fault becoming apparent and co-operating with THE COMPANY in carrying out such diagnostic and test routines as THE COMPANY may require in accordance with THE COMPANY’S instructions.
5.1.5 The Buyer returning to THE COMPANY, if so required by THE COMPANY, at its own expense the Software suitably packed.
5.2 In the case of Software not owned by THE COMPANY (“Third Party Software”) THE COMPANY will use all reasonable endeavours at its own expense to procure that the Buyer will have the benefit of any warranty given by a Third Party in respect of Third Party Software delivered subject to the Buyer complying with the conditions of such warranties.
6. SOFTWARE LICENCE
6.1 If the Buyer is furnished with a developer’s software license, this will be in the form of an invoice from THE COMPANY’S suppliers. This invoice will act as the documentation for the licenses purchased.
6.2 Buyer Upon delivery of the Software the Buyer will be granted and will accept a non-exclusive, non-transferable license to use the Software on a single designated system or temporary back up system containing not more than one central processing or master unit (“CPU”), on the terms of this Agreement including the following:
6.2.1 The Buyer undertakes not to copy Software in whole or in part other than up to a maximum of three (3) machine readable copies for Buyer’s internal use on a single designated CPU.
6.2.2 The Buyer undertakes not to reproduce, translate, adapt, vary or modify the Software.
6.2.3 The Buyer undertakes to reproduce and include THE COMPANY’S or any third party’s copyright notice and/or any other legend as requested by THE COMPANY on each copy of the Software including partial copies and modifications of the Software.
6.2.4 The Buyer agrees not to reverse assemble or reverse compile the Software in whole or in part except to the extent permitted by law.
6.3 The Buyer shall grant access to the Software only to those employees whose duties require it and shall take all such reasonable steps to ensure that all such persons are bound by the same obligations as the Buyer and in particular shall ensure that in the case of employees such obligations are expressed so as to continue in force beyond any termination of their employment with the Buyer.
6.4 THE COMPANY shall be entitled from time to time during working hours, on giving reasonable notice, to enter on to Buyer’s premises where Software is installed to verify whether the Buyer is complying with these conditions.
7. LICENCE TERM
This License is effective from the date of delivery of Software by THE COMPANY and shall remain in effect until it expires or is terminated by the Buyer or by THE COMPANY provided THE COMPANY shall only exercise its right to terminate in the event that continued use or possession of the Software by the Buyer infringes rights of the developer or of a third party or if THE COMPANY is forced so to do by law or if the Buyer is in breach of contract. In the event of such exceptional termination, the Buyer shall cease all further use of Software and will certify in writing to THE COMPANY that to the best of its knowledge the original and all copies of the Software have been (at the option of THE COMPANY) either returned to THE COMPANY or destroyed.
Unless specifically agreed in writing and authorised by a Director of THE COMPANY these Conditions shall supersede all Terms and Conditions of the Buyer. These Conditions shall constitute the entire understanding between the parties and (for the avoidance of doubt) acceptance of deliveries of the Goods hereunder shall constitute acceptance by the Buyer of these Conditions. No liability shall attach to THE COMPANY its agents or employees in respect of any representations made or advice given with regard to Goods to be supplied unless confirmed in writing and signed by a Director of THE COMPANY.
9. CANCELLATION OR RESCHEDULING
If Buyer cancels an order for Goods (or re-schedules and subsequently cancels) then the Buyer may be charged a cancellation charge of 15% of the Goods price. The Buyer agrees that such charge amounts to a genuine pre-estimate of the losses suffered by THE COMPANY on such cancellation. Rescheduling of deliveries will only be considered by THE COMPANY if made at least 48 hrs (2 working days) before dispatch.
10.1 Catalogues, price lists and other advertising literature or materials as used by the Company are intended only as an indication as to price and range of Goods offered and no prices, descriptions or other particulars shall be binding on the Company.
10.2 All prices are given by the Company at the time of the order on an ex-works basis and unless otherwise agreed the Buyer is liable to pay for the cost of delivery. The Company may by giving notice to the Buyer at any time before the delivery increase the price of the Goods to reflect an increase in the cost to the Company.
Where the Goods supplied include installation the Goods supplied will be invoiced when delivered to the Buyer. This will normally be in the following order of:
1) The supply and installation of the cabling
2) The supply of Workstations and Application Software
3) The supply of peripherals e.g. printers.
4) The supply and installation of the File Server.
THE COMPANY reserves the right to change the order of the above at any time. Unless otherwise notified to the Buyer in writing by THE COMPANY, the Buyer shall pay all invoices within SEVEN (7) days of the date thereof (time being of the essence). THE COMPANY reserves the right to charge interest at a rate of 3% per annum above Lloyds TSB Bank base rate ruling from time to time on any payment or any part payment overdue calculated from the date due and to recover its expenses including legal fees and costs of collection and to suspend delivery, performance of any warranty or (at THE COMPANY’S option) forthwith to determine the same in the event of non-payment.
12. DELIVERY AND INSTALLATION
12.1 Dates for delivery of the Goods are estimates only and are subject to THE COMPANY’S availability schedule. THE COMPANY shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s).
12.2 Where THE COMPANY installs Hardware, THE COMPANY shall perform the standard inspection diagnostic checks. For Hardware designated by THE COMPANY as Buyer installable the Buyer shall be responsible for the installation of Hardware in accordance with instructions provided by THE COMPANY.
All deliveries shall be made between 09.00 hours and 18.00 hours (“working hours”) Monday to Friday inclusive excluding Public Holidays. If the Buyer requires delivery to be made outside such times an additional charge shall be payable. THE COMPANY reserves the right to make partial deliveries
13. DAMAGES, SHORTAGES OR LOSS IN TRANSIT
The Buyer shall inspect the Goods immediately on delivery and THE COMPANY will accept responsibility for damages, shortage or loss in transit only if:
13.1 Such loss or damage is noted on the consignment note or delivery document upon receipt, and copies provided to THE COMPANY or is notified in writing to THE COMPANY in cases of outwardly non visible loss or damage to unchecked Goods to arrive in either case within five (5) working days from receipt of the Goods by the Buyer; and
a) In cases of suspected damage in transit the added packaging is retained for inspection; and
b) The Goods are handled by the Buyer in accordance with THE COMPANY’S or the carriers conditions of carriage or handling stipulations.
Where THE COMPANY accepts responsibility under this clause THE COMPANY shall at its option replace or repair any Goods proved to THE COMPANY’S satisfaction to have been lost or damaged in transit.
14. ACCEPTANCE OF GOODS
a. For THE COMPANY installed Goods, satisfactory completion of THE COMPANY’S standard installation procedure and an Acceptance Form signed by the Buyer and THE COMPANY will be sufficient to establish acceptance.
b. If the acceptance Form is not signed by the Buyer within seven (7) days after physical installation of the Hardware and in the absence of written notification of valid reasons justifying non acceptance, the Buyer shall be deemed to have accepted the Goods on the eighth (8th) day.
c. If installation is not performed by THE COMPANY, THE COMPANY shall be under no obligation to perform any acceptance test procedures and the date of acceptance shall be the date of delivery to the Buyer.
Title to the goods transfers at the point that the invoice is raised.
15. THE COMPANY’S LIABILITY
a. Goods have been manufactured or developed by THE COMPANY or third parties to standard specifications. The Buyer accepts that THE COMPANY is acting only as a supplier and that it is the Buyer’s responsibility to verify that the Hardware and Software will be suitable for its own requirements. There are no warranties, conditions, guarantees or representations as to description satisfactory quality or fitness for a particular purpose or other warranties, conditions, guarantees or representations whether express implied by statute or otherwise oral or in writing except as provided herein and except as to statutory implied terms as to title.
b. Notwithstanding (a) above the remedies set out in this Agreement do not apply to consumer transactions except in so far as they add to Buyer’s rights implied by statute. In relation to such transactions the rights and obligations of THE COMPANY and the Buyer in respect of defects in any Goods supplied by THE COMPANY to the Buyer under this agreement, the fitness for any particular purpose of such Goods and the correspondence of such Goods with any description or sample shall be determined by the Terms and Conditions implied by Statue.
c. Notwithstanding (a) and (b) above all rights which the Buyer may have under the Consumer Protection Act 1987 are in addition to those set out in this Agreement.
d. If THE COMPANY is unable other than through the act or default of the Buyer within a reasonable time to replace or repair the defective Hardware or correct non-conforming Software in accordance with the warranty set forth herein and where the Hardware or Software in question is totally unusable due to the defect or non-conformity the Buyer may reject it and upon its return to THE COMPANY’S premises is entitled to recover the purchase price of the Hardware or the license fee for the Software as appropriate.
e. THE COMPANY shall be liable for death or personal injury arising from the use of Goods to the extent that it results from the negligence of THE COMPANY or its employees. THE COMPANY shall also be liable to the Buyer for any other direct loss of or damage to tangible property caused solely by the negligence of THE COMPANY or its employees subject always to the maximum aggregate liability of THE COMPANY under this Agreement or in connection with the supply of any Goods or services under it, whether in respect of contract, tort or otherwise in relation to any successful claim made on THE COMPANY by the Buyer not exceeding whichever is the greater of £250,000 or the amount received by THE COMPANY from the Buyer in respect of sale of the Goods and services to which the claim relates.
f. The Buyer agrees that THE COMPANY will not be liable for any loss arising out of the provision of Goods or services by any company organisation or person other than THE COMPANY or for any loss caused by the Buyer’s failure to perform his obligations in relation to this agreement.
g. THE COMPANY shall not in any event be liable for any indirect, special or consequential loss, howsoever arising (including but not limited to loss of anticipated profits or of data, teaching time or the cost over cover) in connection with or arising out of the supply, functioning or use of the Hardware or the Software even if THE COMPANY shall have been advised of the possibility of such potential loss and shall not be liable for any loss except as provided for in this agreement.
h. Except in respect of the liability of THE COMPANY for death or personal injury resulting from the negligence of THE COMPANY or its employees or a claim under (b) or (c) above or in respect for a claim for non-payment of monies due under this agreement no action regardless of form arising out of the transactions in relation to this agreement may be brought by either party more than 2 years after the cause of action has accrued.
THE COMPANY reserves the right to change specifications of Goods at any time upon giving such reasonable notice as is practicable in the circumstances and to supply Hardware and/or Software which differs from the specifications agreed between THE COMPANY and Buyer provided that such substitutions do not materially affect the performance of the Goods.
a. THE COMPANY shall have the right, without prejudice to any other remedies, at any time by giving notice in writing to the Buyer to terminate forthwith this agreement, including any Software license in any of the following events:
i. if the Buyer fails to pay any sums to THE COMPANY on the due date of payment; or
ii. if the Buyer commits any other breach of any of the Conditions provided that if the breach in question is one which the Buyer can effectively remedy then the said notice of termination shall not be effective to terminate this agreement unless the Buyer fails within thirty (30) days of the date of such notice effectively to remedy the breach complained of; or
iii. if the Buyer ceases to carry on business or substantial part thereof, commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation whether compulsory or voluntary other than for the purposes of amalgamation reconstruction or compounds with its creditors generally or has a receiver or manager appointed over all or any part of its assets or suffers execution or distress or takes or suffers any similar action in consequence of debt or becomes unable to pay its debts as they fall due.
a. Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control.
b. Failure by THE COMPANY to exercise or delay exercising any of these Conditions shall not constitute or be deemed to be a waiver of THE COMPANY’S rights hereunder nor prejudice THE COMPANY’S rights to take subsequent action.
c. The headings in these Conditions are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of these Conditions.
d. The invalidity or unenforceability for any reason of any part of these Conditions shall not prejudice the continuation in force of the remainder thereof.
e. The Agreement set out in these Conditions shall not be assigned by the Buyer without the prior written consent of THE COMPANY. Any such attempt to assign shall be void.
f. These Conditions shall be deemed to have been made in, and shall be construed pursuant to, the laws of England.
g. Any notice required to be given under these Conditions shall be in writing and shall be sent to the respective addresses of the Buyer set out in each sales order or the registered office of The Company to be served.
h. Where the customer comprises two or more persons their liability and obligations to THE COMPANY shall be joint and several.
19. RIGHTS OF THIRD PARTIES
Both parties expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between the parties to this Agreement in relation to the subject matter of this Agreement and that any third party mentioned in this Agreement either specifically or by implication shall be expressly excluded from bringing a claim under the said act.