Weald Standard Terms & Conditions of Business

This document contains the Standard Terms and Conditions under which Weald will sell products, programs and services to customers.  These terms and conditions are provided to all of our customers for reference.  These terms, including and revisions which may occur from time to time shall be communicated to all customers periodically and / or in advance of delivery of goods and/or services.  The parties referred to herein are defined as follows:‘The Company’ may be either Weald Computer Maintenance Ltd or Weald Computers ‘The purchaser’ is the party, customers or end-user that will pay for the goods and services.

1. Payment

a) Purchases requests for the supply of goods and services and modifications to previously placed requests must be in writing and signed by an authorised signatory of the purchaser. The purchase price of the equipment and any costs separately invoiced under clause 2d hereunder shall become due upon delivery of the equipment.  The company may offer credit terms to the purchase and, if so, the credit period will be shown on the invoice and will normally be 21 days from date of invoice.
b) The company reserves the right to charge the purchaser interest in respect of the late payment of any sum due under this agreement at the rate of 5% per month thereon from the due date until payment.

2. Delivery, Installation and Acceptance

a) The company shall use all reasonable endeavours to deliver the equipment to the purchases premises by the date specified in the schedule (the delivery date) but shall not be liable for any loss or damage whatsoever incurred by the purchase by reason of any delay in or failure to deliver the equipment by such date.
b) Prior to the date of delivery the purchase shall at its own expense ensure that the purchases premises are ready and available to house equipment and that all delivery and installation areas are suitable.  The purchaser shall make available to the company or its nominee free of charge such labour and equipment as the company shall reasonable require to perform its duties hereunder and the purchases shall be responsible for the provision of any special lifting or other tackle and operative staff and the making of any structural alterations to the purchases premises which may be required for delivery and installation
c) Where installation is to be undertaken by the company or its nominee the purchaser shall at his own expense ensure that prior to the date of delivery all installation areas, electrical outlets and connection requirements and access ways are suitable for the delivery, passage, installation and commissioning of the equipment and the purchase shall provide all other installation facilities as may be specified in any instruction applicable to the equipment or as recommended by the company.  After the purchase has completed the work referred to in this sub-clause the company or its nominee shall commence installation of the equipment in accordance with any manufacturers specification and shall inform the purchaser when such installation is completed.  The purchaser shall accept (and in default shall be deemed to accept) the equipment upon the date that the company or its nominee informs the purchases that the equipment has been installed.  If the purchaser fails to provide all suitable facilities for installation by the company then the company or its nominee will notify the purchases accordingly and if the purchaser fails to immediately remedy such default then the company shall be deemed to have complied with any of its obligations to install the equipment.
d) The purchases will pay upon receipt of invoice any expenses of costs (including storage of any equipment) incurred or charged by the company arising from any non-compliance by the purchases with the terms of clauses 2b and 2c.

3. Title and Risk

a) Title to the equipment shall not pass to the purchaser until the date that the purchase price (an any costs pursuant to clause 2d above) and any VAT thereon shall have been paid in full to the company.
b) Until such payment in full the purchaser shall not be entitled to sell, transfer, lease, charge, assign by way of security or otherwise deal in or encumber the equipment and the relationship between the company and the purchaser in respect of the equipment including any proceeds of sale or other consideration therefore shall be a fiduciary one.
c) If in breach of clause 3b above the purchaser sells the equipment prior to making payment in full then any proceeds of sale in respect thereof and all rights arising under on in respect of the said sale shall be held (in the case of the proceeds of sale in a separate account) by the purchases as trustee for the company.
d) If either the purchaser fails to make payment in full of all sums due hereunder by the due date or prior to payment the purchaser convenes a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) the purchasers creditors or if the purchaser is unable to pay its debt within the meaning of section 123 of the Insolvency Act 1986 or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the purchaser or if a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the purchaser or the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction) then the company (without prejudice to any other legal remedies it may have) shall at any time thereafter be entitled to enter upon the purchasers premises without notice and remove the equipment.
e) Risk in the equipment shall pass to the purchaser on delivery.

4. Warranty

Subject to the limitations upon its liability set out in clause 5 below the company warrants to the purchaser that the equipment will for a period of 60 days from the date of delivery be free from defects in or arising from materials or workmanship and will as soon as reasonable able during normal company working hours remedy any breach of such warranty by either carrying out such repairs, modifications or alterations to the equipment and/or replacing the equipment or such component parts (on an exchange basis) as the company shall in its absolute discretion think fit.  Subject to the foregoing and with the exception of the condition and warranties implied by Section 12 of the Sale of Goods Act 1979 all conditions, warranties, terms and undertakings express or implied statutory or otherwise in respect of the equipment and the provision of services hereby excluded.

5. Limitation of Liability

a) The company’s liability to the purchaser for death or injury resulting from the company’s or its employees negligence and all damage suffered by the purchasers as a result of the implied statutory undertakings as to title, quiet possession and freedom from encumbrances shall not be limited.
b) Subject to clause 5a above the company shall not be liable to the purchaser for any loss or damage including loss of profits, good will or any type of special indirect or consequential loss (including loss or damage to any property or suffered by the purchaser as a result of an action brought by a third party) arising our of or in connection with any breach of the company’s contractual obligations arising under this agreement or for any representation statement or tortuous act or omission including negligence under or in connection with this agreement even if such loss was reasonably foreseeable or the company had been advised of the possibility of the purchaser incurring the same.

6. Assignment
This agreement shall not be capable of assignment by the purchaser except with the prior written consent of the company

7. Entire Agreement
The purchaser confirms that he has selected the equipment for use in his business relying upon his own skill and judgement.  The agreement constitutes the entire understanding between the company and the purchaser and no representation statement, condition or warranty express or implied statutory or otherwise not contained in this agreement shall be binding upon the company.   No modification, alteration, amendment or waiver of the terms herein shall be valid unless signed by a director of the company.  The purchaser’s signature and/or acceptance of delivery of the equipment shall be conclusive evidence of the purchaser’s agreement and acceptance of the terms herein.  The agreement shall be governed by and constructed in accordance with English Law.