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TERMS AND CONDITIONS

1.DEFINITIONS

1.1  "Buyer" means the organisation or person who buys or agrees to buy the Goods from the Seller
1.2 "Buyer’s Purchase Order" means an order for Goods by the Buyer and acknowledged by the Seller in accordance with clause 2.2
1.3 "Contract" means the contract between the Seller and the Buyer for the sale and purchase of Goods and where appropriate Services incorporating these Terms and Conditions;
1.4 "Delivery Date" means the date specified by the Seller when the goods are to be delivered and installed
1.5 "Goods" means the articles that the Buyer agrees to buy from the Seller
1.6 "Services" means "Design", "Training", "Marketing", "Installations" and "Advertising"
1.7 IPR: "Intellectual Property Rights" , patents, trade marks, registered designs, & applications for same, copyright, design rights, know-how, trade & business names & any other similar protected rights in any country:
1.8 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.9 "Price" means the price for the Goods excluding VAT (if applicable) or any analogous sales tax, carriage, freight, installation, postage or insurance costs, unless specifically detailed in the quoted price;
1.10 "Seller" means Consumonics Ltd of 45-57 St John Street, London, EC1V 4PY;
1.11 "The Company’ shall mean Consumonics Ltd or any of its agents or sub-contractors
1.12 "Terms and Conditions" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.13 It is expressly understood that neither the Buyer not the Seller are consumers, as defined by the Unfair Contract Terms Act 1977
1.14 Any reference to a statutory provision shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2.CONDITIONS

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions that the buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions.
2.3 Unless a condition, exclusion or special term is evidenced in writing it shall not be enforceable.
2.4 Signed purchase order, or confirmation through email or letter shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions. Customers must satisfy themselves as to the suitability of the product for their needs. Consumonics does not warrant fitness for any particular purpose.
2.5 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.6 The plans, drawings, presentations, specifications and samples submitted are the property of the Seller and only to be used between the Buyer and their client.
2.7 Costs involved by delay in commencement of work on the order or a suspension of work on the Buyer/client’s site for reason beyond the control of the Seller including, but not limited to, industrial action, will be treated as a variation. Where there is avariation then the Buyer will have to pay for all the Goods and Services ordered.
2.8 Unless otherwise specified it is a condition of quotations/orders that the Buyer/client will provide a clear level site and that the Buyer/client will remove any existing shelving, signage, lighting or shop fittings, which are not, required in order to satisfy the order. If the company is required to carry out any such clearance or levelling this will then be subject of a separate charge. No credit can be obtained by the Buyer/client for any material so removed by the Seller from site.
2.9 The Buyer/client shall provide on the site, without charge to the Seller, adequate lighting, and electricity for carrying out the work and for the use of portable tools during the progress of the work.
2.10 The Seller reserves the right to employ a subcontractor of it’s choice on all or part of the works detailed in the specification.
2.11 The Seller shall be entitled to write or affix its name on the products sold or work done.

3.PRICE AND PAYMENT

3.1 The Price shall be those prices prevailing at the date of installation, or such other price as the parties may agree in writing. The Price is exclusive of VAT or any analogous sales tax, or insurance costs, unless specifically detailed in the quoted price.
3.2 Payment of the Price and VAT and any other applicable costs for goods shall be due on installation / supply. Payment of the Price and VAT and any other applicable costs for services shall be due within 30 days of invoice.
3.3 As per the "Late Payment of Commercial Debt (Interest) Act 1998" interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8.00% per annum above the base rate of The Bank of England from time to time in force.
3.4 VAT will be charged at the rate ruling at the time of completion of the contract.
3.5 Unless otherwise stated, quotations are firm for 60 days from "Quote" date.
3.6 Orders accepted by us, cannot be cancelled by the Buyer, except upon such terms as will indemnify us against any actual or anticipated loss.

4.THE GOODS

4.1 The quantity and description of the Goods shall be as set out in the Buyer’s Purchase Order or email or letter confirmation.
4.2 The Goods shall be required only to conform to the specification in the Buyer’s Purchase Order, email or letter. Photographs and drawings are for illustrative purposes only and may not exactly match the product itself.
4.3 The Seller cannot accept any responsibility for any minor variation of colour or design between materials supplied and samples previously approved by the customer.
4.4 The seller reserves the right to change the manufacturer and specification of the underlying components such as screens, PC’s, video cards and other hardware.
4.5 The Goods should not be disassembled and used as component parts without the Seller’s prior written permission.

5.DELIVERY OF THE GOODS

5.1 Unless otherwise agreed, delivery of the Goods shall take place at the address specified in the Buyer’s Purchase Order, email or letter on the Delivery Date provided by the Seller and the Buyer shall be deemed to have accepted the Goods upon their delivery. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
5.2 The Delivery / Installation date specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the Contract. The seller uses best endevours to notify the buyer 5 working days in advance of a firm delivery date.
5.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be affected and the Buyer shall be liable for any expense associated with such storage.
5.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation or installation. The Buyer must notify the Seller in writing of the damage within 72 hours of delivery / installation.
5.5 Risk shall pass on completed installation of the Goods to the Buyer.
5.6 No claim will be made by the Buyer nor accepted by the Seller for any losses due to late delivery / installation however caused.
5.7 The Seller reserves the right to make deliveries and/or services by instalments and to render a separate invoice in respect of each such instalment.
5.8 If the Seller exercises its rights to make deliveries/and or services in accordance with sub-paragraph 5.7 above, then any delay in the provision of such deliveries/and or services, or failure to deliver any further instalment or instalments, shall not entitle the Buyer to reject the contract or the delivery/service of any other instalment or to withhold payment in respect of an instalment previously delivered / serviced.

6.TITLE

6.1 The Seller warrants that it has good title to the Goods.
6.2 Title to the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
6.3 The intellectual property rights of the software and associated equipment design shall at all time remain the property of Consumonics Ltd
6.4 The buyer is advised that Product or parts thereof which may include technology and software, is subject to EU and US export control laws & laws of the country where it is delivered or used. Under these laws, products may not be sold, leased or transferredto restricted end-users or countries or for restricted end-uses.

7.GUARANTEE (One year from date of installation)
7.1 Metal and Sign Support Components
7.1.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge, subject to the following conditions:
7.1.1.1 Such notice being served in writing within 12 months of delivery / installation;
7.1.1.2 The defect being due to the faulty design, materials or workmanship of the Seller and not due to normal wear and tear.
7.1.1.3 The Seller shall not be liable for any defects or damage caused through use of equipment, which was not specified at the time of quotation/acceptance of order.
7.2 The above provisions do not apply to light tubes or fuses.
7.3 Computer and LCD components
7.3.1 Where the components have been supplied by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective components free of charge, subject to the following conditions:
7.3.1.1 Such notice being served in writing within 12 months of delivery;
7.3.1.2 The defect not being due to normal wear and tear.
7.3.1.3 The Seller shall not be liable for any defects or damage caused through use of equipment, which was not specified at the time of quotation/acceptance of order.
7.3.1.4 The Seller shall not be liable for any defects or damage caused through the loading of software not pre-loaded at the time of installation.
7.3.1.5 Any change to the technical configuration such as but not limited to the use of interfaces, ports cabling and wiring.
7.4 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense.
7.5 Where goods have been installed by the Seller and have become defective then the Seller will visit the Buyer, free of charge and replace the product subject to clauses 7.1.1 and 7.3.1. If a product can be returned under the terms of this agreement, it should be made available for collection at a time which is mutually convenient insofar as possible. Buyers should act reasonably in complying with a request by Consumonics to collect a product at a particular time.
7.5.1 If a fault or damage is due to the buyer’s actions or failures to maintain a call out charge shall be incurred at the rate of £350 per day or part thereof.
7.6 Where goods have been installed by the Buyer or sub-contractor of the Buyer and have become defective then the Seller will not be at liberty to visit the Buyer to replace the product. If a visit is made by the Seller then a charge for the visit may be made.
7.7 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the buyer. Consumonics will handle the warranty affairs.
7.8 Subject to the Seller’s liability under Clause 6 and subject to Clause 8, the Seller shall be under no liability whatever to the Buyer for any loss or consequential loss (including loss of profit), salaries, orders or sales, costs, damages, charges or expenses incurred by the Buyer or for any loss or damage to or caused by the Goods.
7.9 Subject to this Clause 7 and to Clause 8, all other warranties, conditions or terms whether made expressly or implied by common law or by statute relating to use, quality, and/or fitness for purpose are excluded.
7.10 Parts not critical to product function, such as hinges, doors, and cosmetic features are not serviced and/or repaired under this warranty

8.LIMITATION OF LIABILITY

8.1 Subject to Clauses 8.2 and 8.3, in the event of any breach of these Terms and Conditions by the Seller the remedies of the Buyer shall be limited to damages, which shall in no circumstances exceed the Price of the Goods.
8.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
8.3 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for breach of the warranties contained in Clause 6 or for breach of warranty as to title and quiet possession implied by the Sale of Goods Act 1979 where such Act applies to the Contract.
8.4 Consumonics shall not be liable in certain circumstances for example where the causes or potential causes of the loss:
8.4.1 Were not reasonably foreseeable by both parties; &/or
8.4.2 Arose from the use of the Product and/or Services for purposes other than those contemplated in original order
8.4.3 Were reasonably foreseeable & preventable by the customer such as those arising from, but not limited to:
8.4.3.1 Data or information loss caused by failing to keep back up copies of important data on separate media; or
8.4.3.2 Virus damage; or user inflicted problems such as those caused by failure to read and/or follow user instructions provided in writing or orally by the Consumonics Installer.
8.5 In claiming against Consumonics for any such losses the buyer is expected to have acted reasonably, for example, with regard to:
8.5.1 How the losses were accrued - including steps taken to mitigate or to avoid losses occurring;
8.5.2 Taking reasonable precautions to avoid loss or damage (such as contacting Consumonics promptly upon becoming aware of an issue).
8.6 Customer Indemnifies Consumonics for any claim which arises due to Customer's own actions of which Consumonics had no knowledge or could not reasonably be expected to have had knowledge.
8.7 Consumonics is allowed to litigate, negotiate & settle claims & Customer must provide reasonable assistance if requested to assist the litigation where it is directly related to Products supplied to Customer.

9.FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war or threat of war, terrorist activity, closure of ports or airports, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of 90 days of its obligations. Outside this 90 day period the contract will then become terminated and any work done, Goods Installed, Goods Ordered/bought will have to be paid for in full by the Buyer.

10.SEVERENCE

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

11.GOVERNING LAW AND JURISDICTION

These Terms and Conditions shall be governed by and construed in accordance with the Law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.

12.CONFIDENTIALITY

Each party must treat all information received from the other which is agreed to be or appears to be confidential as it would treatits own confidential information generally, but at least, with no less than a reasonable degree of care.

13.INTELLECTUAL PROPERTY AND SOFTWARE

13.1 Consumonics retains all Consumonics owned IPR in Product. Customer must notify Consumonics immediately of any infringing or unauthorised use of Product or IPR in it.
13.2 Consumonics does not indemnify Customer for:
13.2.1 Third Party Hardware or Third Party Software;
13.2.2 Unauthorised modification or use of the Products or Software;
13.2.3 Any claim caused by the use of Products or Software in conjunction with anything not supplied by Consumonics. Customer must comply with the license conditions for any Software supplied.

14.WARRANTY

14.1 For products where a warranty is provided it will be confirmed by the seller in the order confirmation, email or letter to the buyer.
14.2 In the event of defective products or components Consumonics will repair or replace the item
14.3 The warranty will become void where the buyer has made modifications or tampered with the product (hardware, cabling, software).
14.4 Where an LCD screen is damaged (i.e. defective screen), Consumonics will not be obliged to make a visit. Instead Consumonics may request the buyer to send the LCD screen to Consumonics with the delivery expenses covered by Consumonics.
14.5 In the case of LCD screens Consumonics may take up to 10 working days to repair or replace the product.
14.6 Response time guarantee is 48 hours from notice of the product being defective (with the exception of clause 14.5). Consumonics will make every effort to respond and replace / repair within 24 hours.
14.7 Accidental damage is not covered by the warranty
14.8 The duration of the warranty will be confirmed in writing by Consumonics to the seller in the order confirmation, email or letter.
14.9 Flourescent lighting tubes and batteries are excluded from the warranty.






 
 
 
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