In these terms and conditions (unless the context requires or dictates otherwise) the following expressions shall have the following meanings:
The Seller IJKJ Services Limited trading as Ian Birdsey Photography, Flightline imagery, Artizan Photography
The Company IJKJ Services Limited trading as Ian Birdsey Photography, Flightline imagery, Artizan Photography
The Buyer The person, firm, company, or authority purchasing goods or services from the Seller.
Contract means the contract for the procurement of the Goods as made up by the Contract Order and these Conditions and any Special Conditions
Contract Order The order form annexed to these Conditions for the sale and purchase of the Goods made between the Buyer and Seller.
Commissioning Services The assembly and or installation of the Goods at the agreed delivery point, ready for collection, that is to be undertaken by the Seller as set out in the Contract Order.
Goods The computer hardware equipment, apparatus, accessories, spare parts, replacement and other goods as specified in the Contract Order Special Conditions. Any special terms and conditions that have been agreed in writing between Buyer and Seller.
Writing or written Includes telex, cable, facsimile transmission and comparable means of communication
2. Application of Conditions
Notwithstanding anything which may be contained in any purchase order or other document of the Buyer, goods and services are supplied subject to these terms and conditions alone. No variations of them will apply unless expressly agreed by both parties in writing and signed on their behalf. These variations will then be special terms and conditions.
3. Acceptance of Orders
a. The Seller??™s quotations are valid for ten (10) days from time of issue only, unless otherwise stated on the quotation and shall be deemed to be an invitation to treat only. No order shall be binding upon the Seller unless and until each Contract Order has been confirmed by the Seller. Contracts Orders cannot be varied, rescinded, or determined otherwise than upon terms expressly agreed by the Seller and the Buyer.
b. Goods are supplied only in multiples quoted and are subject to any minimum order quantity where stated.
c. Contract Orders can be accepted by telephone only if the official order number (“Order Number”) stated in the quotation or Contract Order is quoted by the Buyer. All telephone orders must be confirmed in writing by the Buyer within 48 hours and must state clearly that it is in confirmation of a telephone order, quoting the Order Number and any reference number given by the Seller when the order was accepted on the telephone. The Seller cannot accept liability for any duplication of delivery that may occur.
All new Goods supplied by the Seller shall have a twelve month warranty in respect of faulty or defective parts, unless further warranty period is supplied separately by the manufacturer. All second hand or reconditioned Goods shall have a maximum of 90 days warranty in respect of faulty or defective parts
5. Carriage, Post and Packing
Charges are made for all delivery at a rate relative to distance, carriage and insurance as Stated in the Contract Order. Delivery charges will be included within the invoice if for supply of Goods.
Goods and Commissioning Services will be invoiced at the prices set out in the Sellers written quotation if accepted within ten (10) days from such quotation and otherwise at the Sellers prevailing prices or rates at the time a Contract Order is made and accepted by the Seller.
a. The Seller will accept no liability for shortages, damage to or non-delivery of Goods unless the Buyer notifies the Seller in writing within seven (7) days of delivery of the Goods and has had a reasonable opportunity of inspecting the same, or within seven days of completion of Commissioning Services, whichever is the later.
b. If for any reason the Customer cannot accept delivery of the Goods at the time when the Goods are due and ready for delivery the Seller may either elect to store the Goods pending their actual delivery and the Customer shall be liable to the Company for the costs (including insurance) of so doing but the Seller shall be under no obligation to insure the goods in storage and the risk of any loss or damage to the Goods howsoever arising shall be borne by the Customer, or at the Seller??™s election , the Seller may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the Contract Order price or (as the case may be) charge the Customer for any shortfall below the Contract Order price.
c. The Seller shall not be liable if the Commissioning Services cannot be undertaken due to any default on the part of the Buyer, including the Buyer failing to take delivery of the Goods, or failing to provide the Seller access to premises at which such services are to be undertaken, or a safe place of work to carry out the same.
d. Any dates quoted for delivery of the Goods are approximate only and Seller shall not be liable for any delay in delivery of the Goods however caused. Date for delivery shall not be of the essence of the contract unless previously agreed by Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
8. Payment Terms
Unless otherwise agreed, in writing, or stipulated by the Seller all invoices are to be paid in sterling upon receipt of the invoice or within 7 days from the date of the invoice or delivery, whichever is the sooner.
In the event that delivery of the Goods is not made within 30 days of the date quoted by the Seller for delivery, the Buyer or the Seller may elect to rescind the Contract Order and the Seller shall reimburse the Buyer with all monies paid by the Buyer within 10 days of such rescission.
If the Buyer fails or delays to make payment on the due date for payment the Seller reserves the right to charge interest on the unpaid amount at 8% above the Bank of England base lending rate for the period being in force calculated on a daily basis in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Payment shall be deemed to have been received only when the full amount of the value of the invoice(s) has been credited to the Seller??™s bank account without recourse or the Seller has received the full amount in cash.
When a deposit is paid to the Seller in advance for the Goods and or Commissioning Services based on an estimated price, the estimated price will be noted in the Contract Order as an estimated price, and the Seller shall reimburse the Buyer with such amount of the deposit (if any) that exceeds the actual price for the Goods and or the Commissioning Services at the time of delivery or completion of the Commissioning Services, whichever is the later.
All debt collection fees incurred in recovering overdue accounts will be added to the overdue invoice amount
9. Property and Title
No property or title to goods shall pass from the Seller to the Buyer unless or until the full amount of the value of the Goods and Commissioning Services have been paid as a cleared effect or in cash and the Buyer shall indemnify the Seller against any loss or damage to the Goods prior to the passing of property therein whilst in the Buyer??™s custody.
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or the commencement of Commissioning Services or if the Buyer fails to take delivery of the Goods or facilitate Commissioning Services, then risk shall pass to the Buyer on the date that the Seller has notified the Buyer in writing that the Goods are ready for delivery and or undertaking the Commissioning Services whichever is the earlier.
The Seller shall insure the Goods and indemnify the Buyer for all damage or loss to the same until risk in the Goods has passed to the Buyer
In the event that the Seller is unable to supply the Goods the Seller reserves the right to offer goods of equal or superior quality comparable to or compatible with the goods ordered at the same price.
The Seller will endeavour to seek advice from the Buyer to ensure that the replacement item is suitable for the Buyers requirement.
12. Force Majeure
In the event that the Seller is prevented from carrying outs its obligations hereunder as a result of any cause beyond its control such as but not limited to acts of God, war, strikes, lock-outs, flood, civil unrest and failure of third parties to deliver the Goods, the Seller shall be relieved of its obligations and liabilities hereunder for as long as such fulfilment is prevented.
When Goods have been despatched or ordered from another source to meet the Buyer??™s requirement on the same day as, or following, the Seller??™s acceptance of the Contract Order, the Seller reserves the right not to accept cancellation of the Contract Orders or to accept cancellation on such terms as the Seller shall decide, but not exceeding the price set out in the Contract Order and costs incurred by the Seller that the Seller is unable to recoup from a third party.
In the event that following delivery of the Goods, the Seller accepts cancellation of a Contract Order, the Goods must be returned undamaged, unopened and in fully marketable condition (including packaging). If the Seller agrees to collect the Goods, the Seller reserves the right to make a charge for handling and/or administration when the Goods have been supplied as requested by the Buyer. Only Goods that have a returns merchandise authorisation (RMA) clearly visible on the address and all related documentation will be accepted.
Should the Buyer not require the goods after payment from the Seller then the goods may be taken back at the discretion of the Seller and a refund or credit note given at the discretion of the seller. The value of any refund will be the invoice value less a 25% handling charge.
In the case of Goods for export outside that of the United Kingdom the sole and complete responsibility for compliance with any regulations in any way affecting the export carriage or import of the Goods into the country or destination shall be that of the Buyer. The actual arrival of the goods in the country of destination shall be deemed to be in a good and sufficient delivery by the Seller in accordance with the contract notwithstanding the failure of the Buyer to have complied with any such regulations as aforesaid. No representation warranty term or condition whether expressed, implied, statutory or otherwise is given to the Buyer by the Seller in respect of goods for export and sale outside of the United Kingdom.
If the Buyer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Buyers business the Seller may without prejudice to any rights which may have accrued or which may accrue to it, terminate the contract summarily by notice in writing to the last known address of the Buyer.
17. The liability of the Seller
a. The Seller shall be under no circumstances whatsoever be liable for any indirect or consequential loss howsoever caused to the Buyer or the Buyers business.
b. The liability of the Seller in respect of any non-performance of any of it??™s obligations (whether for breach of contract or in tort) shall be limited in aggregate to the amount specified in the Contract Order and actually payable (but for the breach or default) to the Seller.
c. Unless stated otherwise, in writing, Goods are not tested or sold as fit for any particular purpose or for use under any specific conditions.
d. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
e. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms
This contract shall be subject to the laws of England and construed in all respects as an English Contract.
19. Health and Safety at Work act 1974 & Consumer protection act 1987.
In compliance with the above legislation the Seller confirms that the goods supplied by the Seller as a reseller or distributor do not present a hazard to health and safety when properly used for the purpose for which they have been designed and provided that the Buyer or its??™ employees, agents or servants take reasonable precautions in their use. Where required the Seller will supply manufacturers literature that is provided to it in respect of the Goods or any component in the Goods, however unless such a request is made at time of acceptance of the Contract Order the Seller will assume that the Buyer is already in possession of such information and literature and does not require any information or advice in connection with the safe use of the Goods at work.
Any notice to be served or delivered hereunder may be served or delivered to the company at the address on the bottom of all invoices, letters, faxes etc. Notices sent via First Class Recorded delivery post shall be deemed to have been delivered 48 hours after posting and proof of due posting shall be sufficient evidence of delivery.
a. The clause titles and headings contained herein are for ease of use and shall not affect the construction hereof.
b. If any provision hereof shall be held invalid, illegal or unenforceable the validity and enforceability of the remaining provisions shall not be in any way affected
c. No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
d. Any dispute arising under or in connection with the contract or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society, in accordance with the rules of the Arbitration Act 1996.
e. The contract shall be governed by the laws of England, and the Buyer agrees to submit to the non?exclusive jurisdiction of the English courts.
f. This Agreement does not create any right enforceable by any person not a party to it.
g. The company may use, at its discretion, third party companies or individuals to deliver any services or goods to the seller.
h. Company Registration Number is 3552727 registered in England & Wales, VAT Number: GB731 2934 48. Registered Office is Office 4 Cuttle Mill Business Park, Watling Street, Paulerspury, Towcester, Northamptonshire. NN12 6LF. Telephone 01327 811 861. Email: firstname.lastname@example.org