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  1. Interpretation
    1. In these Conditions:
      1. 'GOODS' means the goods which we agree to supply in accordance with these Conditions
      2. 'CONDITIONS' means the standard terms and conditions of sale set out in this document and includes any special terms and conditions agreed between you, the Customer, and us.
      3. 'CONTRACT' means the contract for the purchase and sale of the Goods
    2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
  2. Basis of the Sale
    1. We will sell the Goods which are described in the quotation provided by us to you, and you will purchase the Goods, subject to these Conditions.
    2. If any amendments to these Conditions are agreed between you and us it is important for the avoidance of doubt that such amendments are recorded in writing. In the event of a dispute written terms shall prevail over any other terms.
    3. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
  3. Orders and specifications
    1. The quantity, quality and description of and any specification for the Goods shall be those set out in our quotation (if accepted by you) or your order (if accepted by us).
    2. You are responsible for ensuring the accuracy and completeness of any specifications requested in your order.
    3. You will indemnify us against all loss and damage suffered by us where a third party makes any claim against us in respect of an infringement of their intellectual property rights as a result of our performance of the contract in accordance with a specification submitted by you.
    4. We reserve the right to make any changes to the Goods which are required to conform with any safety recommendations or other legal requirements or, where the Goods are to be supplied to our specification, which do not materially affect their quality or performance.
    5. You may only cancel the contract with our written consent and if we agree to your request for cancellation you must pay us all losses and costs we suffer because of the cancellation including loss of profit, any labour costs and the cost of obtaining the Goods.
    6. We may cancel the contract at any time [within 14 days of the date of the contract] in which case our sole liability to you will be to refund to you any deposit which you may have paid to us.
  4. Price of the goods
    1. The price of the Goods shall be our quoted price. All quoted prices are valid for 14 days from the date of the quote after which we may revise our quote.
    2. We may vary the price at any time in which case we will notify you. You will be entitled to reject the varied price and cancel the contract. If you do not cancel the contract within 7 days of notification of the increased price we will be entitled to assume that you have accepted the variation.
    3. The price is exclusive of delivery and installation and VAT. You will be liable to pay such excluded costs in addition to the Contract price.
  5. Terms of Payment
    1. You will pay the deposit as and when specified in the quotation immediately on acceptance of our quotation. The amount of the deposit shall be deducted from the amount due from you to us as stated on our invoice(s).
    2. We are entitled to invoice you on or at any time after delivery of any instalment of the Goods, notwithstanding that you may have failed to take delivery of the Goods (after we have notified you that the Goods are ready for collection) or if we are unable to deliver the Goods to you at an agreed time and place of delivery, where this is not our fault.
    3. Our invoices are due for payment on presentation. The time for payment shall be of the essence of this contract. If you fail to make any payment within [30] days of the date of the invoice then, without prejudice to any other right or remedy available to us, we shall be entitled to:
      1. cancel the contract or suspend any further deliveries of the Goods to you
      2. charge you interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent per annum above the Bank of England base rate from time to time from the invoice date, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
      3. charge you all legal and other costs incurred in the recovery of debts and any bank charges due to cheques offered in payment which are dishonoured.
  6. Delivery [and Installation]
    1. Delivery of the Goods shall be made to the address which you have notified to us. The cost of delivery shall be charged in accordance with clause 4.3.
    2. All delivery dates are quoted in good faith. We will not be liable for any delay in delivery of the Goods if this is due to a reason beyond our control (such as the failure by a third party manufacturer to deliver the Goods to us). Time for delivery shall not be of the essence of the Contract unless previously agreed by us in writing.
    3. If we fail to deliver the Goods (or any instalment) for any reason other than any cause beyond our reasonable control, and we are liable to you, our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
    4. If we cannot deliver your Goods (due to your default) we will contact you for instructions. If you do not give us instructions we will give you 7 days notice that we intend to sell all or some of your Goods to recover any money you owe us. If the proceeds of sale are greater than the amount you owe us (if any) we will pay you the excess amount after taking off the cost of selling the Goods. If the proceeds of sale are insufficient to satisfy your debt to us we will seek to recover the outstanding debt from you.
    5. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Conditions or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.
    6. We will install the Goods at the site of delivery. You will ensure that any requested preparatory works have been completed in advance of the agreed installation date.
  7. Risk and property
    1. As soon as we have delivered the Goods you will be responsible for them. If you delay the delivery of the Goods our responsibility for everything other than damage due to our negligence will end on the date upon which we agreed to deliver the Goods.
    2. Notwithstanding delivery or any other provision of these Conditions, we will continue to own the Goods until we have received in cleared funds payment in full of the price of the Goods for which payment is then due, at which point you will own the Goods.
    3. Until such time as we cease to own the Goods (and provided the Goods are still in existence and have not been resold), we are entitled at any time to require you to deliver up the Goods to us and, if you fail to do so forthwith, to enter upon your premises (or those of any third party where the Goods are stored) and repossess the Goods.]
  8. Warranties and liability
    1. Unless otherwise stated all goods carry a 12 month manufacturer's warranty covering mainland UK shipments only. Customers must use any manufacturer's warranty arrangements specifically provided.
    2. For the supply of refurbished goods we are under no liability in respect of any defect arising from fair wear and tear, wilful damage, failure to follow either our or any manufacturer's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without our approval.
    3. Subject to the limitations upon our liability in this clause we warrant that refurbished Goods will, for a period of one month from delivery, be free from defects in or arising from design materials workmanship delivery [or installation].
    4. You must inform us of any breach of warranty as soon as is reasonably possible and in the case of any damage to the Goods this must be notified to us within 48 hours of delivery [(excluding weekends and public holidays)]. If you do not notify us accordingly, you will not be entitled to reject the Goods and we shall have no liability for such breach of warranty, and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
    5. We shall as soon as it is reasonably able investigate any alleged breach of warranty and in the case of a breach of warranty falling within clause 8.3 and 8.1 above shall remedy the same free of charge by:
      1. carrying out such repairs modifications or alterations to the Goods; and/or
      2. replacing the Goods or such component parts and we shall in our absolute discretion think fit.
    6. Our obligations under clause 8.4 above shall be discharged between the hours of [9.00 am to 5.30 pm] Monday to Friday (bank and other public holidays excepted).
    7. Our liability to you in respect of death or personal injury caused by our negligence shall not be limited.
    8. 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 Goods are hereby excluded.
    9. Notwithstanding the above we will not be liable to you for any delay in delivery or any delay in performing, or any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control including an Act of God or the unavailability of the Goods from suppliers.
    10. Subject to the limit set out in clause 8.11.1 below we shall accept liability to you in respect of damage to your tangible property resulting from our negligence or our employees agents and sub-contractors.
    11. Subject to the provisions of clause 8.6 above our entire liability to you shall be limited to damages of an amount equal to:
      1. £1,000,000 in the case of liability falling within clause 8.9 above; and
      2. the price paid by you to us for the Goods in the case of any other liability.
    12. Subject to clause 8.7 above we shall not be liable to you for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same.
    13. Nothing in this clause 8 shall confer any right or remedy upon you which you would not otherwise be legally entitled.
  9. Intellectual Property
    1. The copyright and any other intellectual property rights which may subsist in the Goods and any software incorporated therein shall belong to us, or where appropriate the third party which created such rights.
  10. Insolvency of buyer
    1. If you enter into a voluntary arrangement with your creditors, become bankrupt or subject to an administration order, have a receiver appointed over your assets or go into liquidation then we shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to you.
  11. General
    1. We are entitled to use third party subcontractors to carry out any of our obligations under these Conditions
    2. Any notice to be served under these Conditions shall be sent in writing by post or fax to the registered office or principal place of business of the other party.
    3. Any waiver by us of any breach of Contract made by you shall not be considered as a waiver of any subsequent breach of the same or any other provision.
    4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
    5. 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.
    6. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
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