Computers Terms and Conditions of Business
these General Conditions Of Business the following meanings shall apply:
"We" and "Us" means Euxton Computers and shall be
"You" means the person their employees or agents seeking Repair
Services or to purchase Goods from Us and Your shall be interpreted
"the Goods" means new or used goods parts or accessories to be
supplied by Us including parts used in Repair Services and services provided
by Us which are not Repair Services.
"the Repair Services" means any act or work carried out by Us on
Equipment at Your request or in pursuance of Your instructions.
"the Equipment" means Your or third party's equipment and
accessories delivered to Us for repair.
"Customer" means the party having the right to enforce the supply
by Euxton Computers of Goods and/or the Repair Services
"Contract" means a contract under the terms of which Euxton
Computers is liable to supply Goods and/or the Repair Services.
YOU DEAL AS A CONSUMER ANY PROVISION OF THESE TERMS WHICH IS OF NO EFFECT
SHALL NOT APPLY.
STATUTORY RIGHTS OF CONSUMERS ARE NOT AFFECTED BY THESE TERMS.
2.1 All orders are accepted by Us only under these General Conditions of
Business that may not be altered other than with Our written agreement.
2.2 Quotations are invitations to treat only
Orders once accepted by Us may not be suspended or cancelled without Our
prior consent in writing. You will indemnify Us against all losses including
loss of profit damages costs and expenses We incur as a result of Our
accepting that cancellation.
2.4 We shall not be liable for any misrepresentation made by Us Our employees
or agents to You as to the nature of suitability of the Repair Services or
the condition of the Goods unless the representation is made or confirmed.
by Our Help Desk; /or
2.4.2 in writing by Us; /or
2.4.3 is fraudulent.
Except when Goods are supplied on Our express advice given in writing that
they are suitable for any particular purpose, it shall not be a term of a
Contract that Goods are sold as fit for any particular purpose and this is
notwithstanding that We may have, or be deemed to have, knowledge of the
purpose for which the Goods are required.
We will not be liable under Clause 2.4 to the extent that such liability
arises from material information withheld concealed or misrepresented by You.
2.7 Whilst we take reasonable care to ensure that the intellectual property
rights of third parties are preserved we give no warranty as to the
intellectual property rights of any software application packages that may
accompany the Goods.
When a term of a quotation or any other express term of a Contract is found
to be in conflict with any one or more of these General Conditions of
Business, the terms of the quotation or the other express term of the
Contract as the case may be shall unless the context otherwise requires,
3.1 The Contract will be made when We commence Repair Services after Your
authorised representative has instructed Us in writing to undertake the
Repair Services set out in Our quotation.
3.2 If you do not accept a quotation We reserve the right to make a fault
analysis and handling charge.
3.3 Repair Services shall be carried out with reasonable care and skill and
so far as reasonably and economically possible in such a manner as to comply
with the manufacturer's technical specification where such information is
3.4 We reserve the right not to effect repairs upon Equipment which in Our
view has been improperly used or cannibalised.
3.5 We reserve the right to replace the whole or any parts or accessories of
the Equipment and to use second user or reconditioned parts Where the
Equipment is irrepairable or beyond economic repair We may offer alternative
Goods subject to Your agreement.
3.6 We do not correct software defects nor load or reload software
applications. You are strongly recommended to adopt and implement comprehensive
back up procedures as We will not be liable for any damages whatsoever
whether direct or indirect (including any liability to any third party)
resulting from the loss of or damage to data of software application
occurring as a result of the Repair Service whether such loss or damage is
caused by Our negligence or otherwise howsoever.
We hereby undertake to repair and where agreed redeliver to the customer, any
Item returned under this Agreement. Rectification of design faults is not
covered by this Agreement. Furthermore, any Item repaired under this
Agreement shall be returned to the Customer at the same modification level as
submitted to us by the Customer, unless otherwise agreed between the parties
and subject to prices negotiated within this Agreement or where a
modification is required to rectify the reported fault.
Quoted times are always expressed in working days, which for the purpose of
this Agreement shall mean Monday to Fridays, excluding UK bank or other
We do not undertake to erase any data from any hard drive of an item being
repaired as part of the repair service.
4.1 A Contract for the supply of Goods shall not come into existence until We
receive an order or other written instruction signed by Your authorised
representative accepting our quotation and these Terms and Conditions of
4.2 Unless agreed by Us in writing and endorsed on Our consignment note Goods
are not supplied on a sale or return or trial basis.
the Customer and Us shall ensure that the Item is suitably packed to ensure
safety in transit. Anti-static bags must be used wherever appropriate.
6.1 The price of the Goods and/or Repair Services shall be as stated or
quoted and includes the cost of all parts and labour but is exclusive of VAT.
Transit Liability Insurance is included where we quote for carriage.
An additional charge will be made if:
6.2.1 You request a method of delivery other than road freight carrier on
'Next Day' delivery.
7.1 If We have agreed in writing to give You credit all accounts are due for
payment 30 days after the date of Our invoices. In all other cases payment is
due on demand and Goods and/or Equipment will not be released until we are in
receipt of cleared funds for all sums due to Us.
7.2 Credit is granted and may be reviewed at any time in Our discretion and
may be withdrawn by us without either giving any reason for so doing or
thereby incurring any liability to the Customer We reserve the right to
refuse to execute any order or contract if the arrangements for payment of
Your credit rating is not satisfactory to Us.
If the Customer takes Goods and/or Services from Us in excess of the
Customer's credit limit we may require payment on demand for such excess
7.4 You may not withhold payment of any invoice or other amount due to Us by
reason of any right of set off or counterclaim which You may have or allege
to have for any reason whatsoever.
When We are required to deliver Goods we shall have the sole discretion as to
the mode of transport to be adopted.
8.2 Delivery will be effected when the Goods or Equipment are delivered to
the address/delivery point specified by You and the risk in the Goods or
Equipment shall pass to You on delivery.
8.3 Delivery dates are given in good faith but are estimates only. Time for
delivery shall not be of the essence of the contract.
8.4 We shall not be liable for any damages whatsoever whether direct or
indirect (including for the avoidance of doubt any liability to any third
party resulting from any delay by Us in delivery of the Goods or failure to
deliver the Goods in a reasonable time whether such a delay or failure is
caused by Our negligence.
AND RETURN OF ITEM TO THE CUSTOMER
Where agreed we will return the Item to the Customer carriage and insurance
paid and packed in accordance with Paragraph 5 (packing) to the address
stated on the customer's delivery note or order
Unless the Customer shall within five (5) working days of receipt of the
repaired Item, give written advice of rejection, the Customer shall be deemed
to have accepted the repair.
Signature of the carriers delivery note indicates that the Goods have been
delivered and accepted in good condition
Any damages/loss must be reported to Us by email within 24 hours of receipt
of delivery. The original packaging must be retained with the article until
further instructions are provided. Please be aware that if the consignment
has been signed stating that the delivery was received in good condition We
will be unable to uphold any claim.
You shall inspect the Goods and/or Equipment at the place and time of
9.6 Our liability for short delivery is limited to making good the shortage.
We shall not be liable for any damages whatsoever for short delivery
howsoever caused and You remain liable to pay the full invoice price of all
Goods delivered or available for delivery. Any other claim for damages is
subject to Clause 12.
9.7 Unless You retain and make available for inspection the Goods and/or
Equipment and their packaging we will not be liable for any loss or damage in
10.1 The liability of Us under Our warranty in
relation to Goods shall be subject to the Goods having been used and
maintained wholly in accordance with the manufacturer's instructions and to
their not having been repaired or altered other than by Us.
We will warrant all repairs to be free from defects in workmanship, materials
or for ninety (90) days (unless otherwise specified) from the date of Item
delivery to the Customer or for the balance of any previous Warranty,
whichever is the longer.
Missing parts, physical damage, modification, attempted repairs or any misuse
(unless attributable to us), shall void the original warranty or ninety (90)
day (unless another period is specified) repair warranty and any subsequent
repair will be quoted for when the Item has been received from the Customer.
We warrant that replacement components and sub-assemblies fitted to a
repaired Item shall have, in all material respects, at least equivalent
functionality, geometry and compatibility to the replaced components or
We will repair any item where the warranty is confirmed as valid at no cost
to the Customer. Any product that cannot be repaired and where a complete
replacement is required will be advised to the Customer and the Customer
given the option to: receive a quotation for a complete replacement less the
cost of the original repair: or alternatively to receive a credit for the
original cost of repair and the item returned to the Customer.
TITLE OF PROPERTY AND RISK
The title to the Goods shall remain with Us until You pay all sums owing to
Us whether in respect of this contract or otherwise. The risk in Goods
supplied by Us shall pass to the customer on delivery of the Goods to or to
the order of the Customer in accordance with the terms of the Contract.
We shall be entitled to recover the price of the Goods including VAT even
though the property in any of the goods remain with Us.
We shall be entitled at any time to recover any or all of the Goods in Your
possession to which We have title and for that purpose You will on request
deliver up Equipment containing Goods and We Our servants or agents may with
such transport as is necessary enter upon any premises occupied by You or to
which You have access and where the Goods may be or are believed to be
When payment for Goods is overdue or the Customer suffers distress or
execution to be levied against his or its effects, makes an arrangement or
composition with creditors or, being a corporate body, enters into
liquidation (otherwise than for the purpose of amalgamating or reconstruction
where the corporate body, as amalgamated, accepts in full the Customer's
liability of pay for the Goods), or has a receiver appointed for the whole or
any part of its undertaking or, being an individual, has a receiving order in
bankruptcy made against him, then:
If the Customer remains in possession of the Goods, whether or not the
Customer has sold them We shall be entitled to recover the Goods from the
If the Customer has parted with possession of the Goods by way of sale,
whether or not the Goods have been mixed with or incorporated into other
Goods, the Customer having sold them as fiduciary bailee, shall hold in trust
for Us so much of the proceeds of sale of the Goods as represents the
Customer's liability to Us in respect of them.
12.1 In this Clause "the Defect" shall mean the condition and/or
any attribute of the Goods and or any condition or circumstance arising from
Our provision of Repair Services and/or any other circumstances which but for
the effect of these Terms would have entitled You to damages.
12.2 Nothing in these Terms shall exclude or restrict Our liability for death
or personal injury resulting from Our negligence or Our liability for
12.3 If You deal as a Consumer any provision of these Terms which is of no
effect shall not apply. The Statutory rights of a Consumer are not affected
by these Terms.
12.4 Subject to Clauses 12.2 and 12.3 of these Terms We shall not be liable
by reason of any misrepresentation (unless fraudulent) or any breach of
warranty condition or other term express or implied or any breach of duty
(common law or statutory) or negligence for any damages whatsoever. Instead
of liability in damages We undertake liability under Clause 12.5 below.
12.5 Where but for the effect of Clause 12.4 of these Terms You would have
been entitled to damages against Us We shall not be liable to pay damages but
subject to the conditions set out in Clause 12.6 below shall in Our sole
discretion either repair the Goods at Our own expense or supply replacement
Goods free of charge or re-perform the Repair Services free of charge or
refund all (or where appropriate part) of the price paid for the relevant
Goods or Repair Services.
12.6 We will not be liable under Clause 12.5:
if the Defect arises from fair wear and tear
(b) if the Defect arises from Your damage negligence mis-use alteration or
repair of the Goods and/or Equipment or abnormal working conditions.
(c) unless after discovery of the Defect We are given a reasonable
opportunity to inspect the Goods and/or Equipment before they are in any way
interfered with.(e) unless the Defect is discovered within the period agreed
at the time of sale or repair (which period commences on the date of delivery
of the Goods and/or Equipment and We are given written notice of the Defect
within 5 working days of it being discovered.
If the Goods are not manufactured by us or have been processed by a third
party whether at Our or Your request Our liability in respect of any defect
in workmanship or materials of the Goods will be limited to such rights
against the manufacturer or the third party as We may have in respect of
those Goods and We will assign to You any assignable rights We may have from
or against the manufacturer or third party.
12.8 Subject to Clauses 9.2 and 9.3 We shall not be liable by reason of
misrepresentation (unless fraudulent) or any breach of warranty condition or
other terms express or implied or any breach of duty (common law or
statutory) or negligence or otherwise howsoever and whatever the cause
for any loss of profit, business, contracts, revenues or anticipated savings,
(b) for any special, indirect or consequential damage of any nature
whatsoever.12.9 Except where You deal as a Consumer You will unconditionally
fully and effectively indemnify Us against all loss damages penalties costs
on an indemnity basis and expenses awarded against or incurred by Us in
connection with or paid or agreed to be paid by Us in settlement of any claim
by any third party arising from the supply or use of the Goods. This
indemnity will be reduced in proportion of the extent that such a loss damage
costs and expenses are due to Our negligence.
12.10 Without prejudice to any other provisions in these Terms in any event
Our total liability for any one claim or for the total of all claims arising
from any one act of default on Our part (whether arising from Our negligence
or otherwise) shall not exceed the price of the goods and/or the Repair
Services the subject matter of any claim or claims or such sum as is the
limit of liability laid down by Our insurers in respect of such claim or
claims whichever is the greater.
If You fail to pay any invoice or any sum due to Us under any contract on the
due date or Your credit limit is exceeded or there is a material change in
Your constitution or You commit a material breach of this contract and fail
to remedy that breach after being requested to do so all sums outstanding
between You and Us under this and any other contract shall become immediately
due and payable and We shall be entitled to do any one or more of the
following (without prejudice to any other right or remedy We may have):-
require payment in cleared funds in advance of further deliveries or the
provision of further Repair Services.
(b) charge and recover from the Customer interest on the monies outstanding
at the rate of 4 per cent above Nat West Bank Plc's base rate in force from time
to time from the due date of payment after as well as before judgement.
(c) cancel or suspend its performance of the Contract to which the invoice
(d) without prejudice to the generality of Clause 9 of these Terms exercise
any of Our rights pursuant to that Clause.
(e) terminate this or any other contract with You without liability on Our
13.2 Except where You deal as a Consumer You shall reimburse us costs
including legal costs on an indemnity basis which We incur in seeking legal
advice or taking legal proceedings to enforce Our rights under this contract
including but not limited to recovery of any sums due.
Except when payment for Goods to be supplied has been made or secured in
advance of their delivery to or to the order of the Customer We shall be
entitled to withdraw from a Contract if and when the Customer suffers
distress or execution to be levied against his or its goods or effects, makes
an arrangement or composition with creditors, enters into liquidation
(otherwise than for the purpose of amalgamation or reconstruction) has a
receiver appointed for the whole or any part of its undertaking, or if a
receiving order in bankruptcy is made against him. When We elect to withdraw
from a Contract in any such circumstances, We shall thenceforth cease to have
any liability to the Customer thereunder but shall remain entitled to claim
from the Customer a due proportion of the Contract price in respect of such
part of the Contract as We shall have performed.
If either Party is prevented or hindered from carrying out its obligations
hereunder by circumstances beyond its reasonable control, then the
performance of such obligations shall be suspended for such time as shall be
reasonable in the circumstances and the party affected shall not be liable
for any delays occasioned thereby.
Furthermore, We will not be liable for any delay in carrying out this
Contract that is due to obsolescence or unavailability of components required
by Us to perform the repair work.
In the event that We are prevented from providing the Repair Services as
aforesaid for a continuous period of two (2) months or more, then the
Customer may at any time after the expiration of such two (2) month period
terminate the Agreement by written notice, provided that We continue to be so
prevented from providing the Repair Services at the time such notice is
given. We shall return to the Customer any remaining unused monies at the
time such termination comes into effect.
The construction, validity and performance of a Contract shall be governed
and interpreted according to the Law of England and You agree to submit to
the exclusive jurisdiction of the English Courts in any dispute or difference
arising between the customer and Us in relation to a Contract
.2 The headings in these terms are for convenience only and shall not affect
16.3 Except as provided otherwise in these Terms We shall not be liable for
any delays or failures to perform any of Our obligations under this contract
due to any cause beyond Our reasonable control including industrial action.
16.4 Failure by Us to enforce a term of a Contract as soon as it may be
enforced shall not prevent the subsequent enforcement of that or any other
term of the Contract.
The non-enforcement by Us of any of the terms of a Contract shall not
constitute a waiver unless this is stated by Us in writing.
16.6 If any clause or sub-clause of these Terms is held by a competent authority
to be invalid or unenforceable the validity of the other clauses and
sub-clauses of these Terms shall not be affected and they shall remain in
full force and effect.
16.7 We may assign or sub contract all or any of Our obligations under this
contract to a competent third party.
16.8 Termination of this contract shall not affect rights and obligations,
which have already accrued at the time of termination.
16.9 A person (a "third
party") who is not a party to this Contract has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms
notwithstanding that any such term may purport to confer or may be construed
as conferring a benefit on such third party. This does not affect any right
or remedy of such third party, which exists or is available irrespective of
the said Act