| Moray Office Supplies Ltd
General Conditions of Sale and Service
These Conditions alone shall govern and be incorporated in every
Contract for the sale of Services by Moray Office Supplies Ltd,
(hereinafter referred to as the Company) to any Client.
1. Definitions
In these Terms and Conditions:
“The Company” means Moray Office Supplies Ltd
“Conditions” means the Terms and Conditions of Sale and Service set out
in this document, and includes any special terms and conditions agreed
in writing between The Client and The Company.
“The Client” means the person or organisation that buys, or agrees to
buy, Services from The Company.
“The Contract” means the contract for the purchase and sale of Services
and the schedule for delivery.
“Services” means the services provided as specified in The Contract,
including installation, configuration, design, development, programming
and support or any part thereof which The Company is to provide in
accordance with The Contract.
“System” means any computer network or part thereof provided by The
Company
“Project” means any website, database, code or part thereof provided by
The Company.
“Price” means the price for the Services.
2. Conditions Applicable
2.1 The headings in These Terms and Conditions are for convenience only
and shall not affect their interpretation.
2.2 All contracts for sale made by The Company are subject to these
Terms and Conditions, unless excluded or varied by express written
agreement between The Company and The Client.
2.3 The Company accepts The Client’s order for Services upon these
Conditions, to the exclusion of any printed Terms and Conditions of The
Client which shall not form part of the agreement.
2.4 Provision of Services by The Company shall be conclusive evidence
before any Court or arbiter that these Conditions apply thereto.
2.5 No variation to these Terms and Conditions shall be binding, unless
agreed in writing between The Client and The Company.
2.6 Any advice or recommendation given by The Company or its employees
or its agents to The Client or its employees or agents as to the
maintenance, application or use of the Systems provided, which is not
confirmed in writing by The Company, is followed or acted upon entirely
at The Client’s risk and accordingly The Company shall not be liable for
any such advice or recommendation which is not so confirmed. These
Conditions, (as modified in accordance with 2.5) are the entire
understanding of the parties and supersede any prior promises,
representations or undertakings. This shall not exclude any liability in
respect of any statement made fraudulently by either party prior to the
date of The Contract.
2.7 Any typographical, clerical or other error or omission in any sales
literature, quotation, price list, and acceptance of offer, invoice or
other document issued by The Company shall be subject to correction
without liability on the part of The Company.
3. Orders and Specifications
3.1 Any orders given verbally, (i.e. not in writing) must be immediately
confirmed in writing by The Client, otherwise The Company can not accept
liability for wrong interpretation or delay in proceeding with the
order. When The Client’s urgency does not allow sufficient time for the
written confirmation to be received, The Client will be liable for any
error arising.
3.2 The Client shall be responsible to The Company for ensuring the
accuracy of the terms of any order, (including any applicable
specifications submitted by The Client) and for giving The Company any
necessary information relating to the Services within sufficient time to
enable The Company to perform The Contract in accordance with its terms.
3.3 No order which has be accepted by The Company may be cancelled by
The Client except with the agreement in writing of The Company and on
terms that The Client shall indemnify The Company in full against all
loss, (including loss of all profits) costs, (including the cost of any
labour and or materials used) damages, charges and expenses incurred by
The Company as a result of the cancellation.
4. Price and Payment
4.1 Service Prices are subject to alteration with 7 days notice and The
Company reserves the rights to invoice at the Price ruling on the date
of invoice. This clause applies if there is any increase in the Price or
the cost to The Company by reason of any foreign exchange fluctuations,
currency regulations, rates of insurance, alterations and duties, or
importation variations in the cost of raw material, or labour or
utilities, or transport or by reason of any cause beyond the control of
The Company.
4.2 Terms of payment are strictly net if not agreed separately in
writing or marked on the front of the invoice.
4.3 Payment shall be made within 14 days of invoice, if not agreed
separately in writing or marked on the front of the invoice,
notwithstanding that Services may not have supplied. Time for payment of
the Price shall be the essence of The Contract.
4.4 If the full Price, (including any VAT, expenses, etc) of any
Services supplied by The Company shall not be paid when due, The Company
may, at its own discretion, suspend future Services under the same or
any other contract existing between The Company and The Client, until
such Price is paid in full, with accrued interest, such interest to be
calculated by reference to the sub-clause 4.5 below. Such suspension
shall not derogate from the right of The Company to terminate The
Contract for non-payment of the Price or from any other right available
to The Company.
4.5 The Company may charge The Client with interest on all overdue
accounts at an annual rate equal to the published base rate of Lloyds
Bank plc prevailing from time to time plus 4%.
4.6 The Price is exclusive of VAT, and any expenses will be charged
separately.
5. Services
5.1 Any dates quoted for supply and completion of Services are business
estimates only and, unless otherwise expressly stated and agreed by The
Company in writing, The Company cannot be held liable if Conditions do
not allow the Company to comply with these estimates. The Company will
endeavour to provide accurate estimates of timescales based on the
information available at the outset of any contract and will work with
the best intentions to meet these requirements.
5.2 The Company will not be liable in any circumstances for the
consequences of any delay in implementation or failure to implement due
to any act of God, fire, inclement or exceptional weather conditions,
industrial action, hostilities, shortages of labour, materials, power or
other resources, governmental order or intervention, or any other cause
whatever beyond The Company’s control or of an unexpected or exceptional
nature.
5.3 Where Services are to be provided in instalments, each instalment
shall constitute a separate contract, and failure by The Company to
deliver any one of more instalments in accordance with these Conditions,
or any claim by The Client in respect of any one or more instalments,
shall not entitle The Client to treat The Contract as a whole as
reputed.
5.4 No delay shall entitle The Client to cancel or repudiate The
Contract.
5.5 Where the Company has agreed to provide Services at an address
nominated by The Client, unless the Price is stated as being inclusive
of travel and accommodation costs, such costs shall be for The Client.
If for any reason a Company employee is unable to gain access to
premises or equipment essential for the provision of Services, and this
lack of access is the fault of The Client, then The Client shall be
liable for any costs incurred and The Company shall not be liable for
any delay as a result of such inaccessibility.
5.6 Where Client data is required to be either transferred onto or
maintained on a network installation, the Client will be responsible for
maintaining a backup of all data before installation commences. The
Company accepts no responsibility for loss of data during network
transfer or installation.
6. Warrants and Liability
6.1 Subject to the Conditions set out below, The Company warrants that
Services supplied will, at the time of implementation and for the
duration of any support contract, correspond to the mandate provided by
The Company and will be of a satisfactory quality. All Services will be
carried out with reasonable care and skill.
6.2 Services shall be deemed to have been provided in accordance with
The Contract and Systems configured as specified and to The Client’s
satisfaction unless The Company receives written notification to the
contrary within 7 days of completion. If The Company is satisfied that
the Services or any part thereof were improperly provided as aforesaid
The Company’s liability shall be limited to making good the provision of
Services as specified, but not further or otherwise.
6.3 The Company shall be under no liability for loss of software,
application programs, or computer held data of any kind, and nor can The
Company provide any warranty on the functionality or compatibility of
any third party software.
6.4 The Company shall be under no liability in respect to any failure of
network operation arising from any design specification provided solely
by The Client and without reference to The Company.
6.5 The Company shall be under no liability in respect of any defect
arising from fair wear and tear, wilful damage, negligence, abnormal
working conditions, failure to follow The Company’s instructions, misuse
or alteration or repair of The Systems without The Company’s approval.
6.6 The Company shall be under no liability under the above warranty,
(or any other warranty, condition or guarantee) if the total Price for
the Services has not been paid by the due date for payment.
6.7 The Company shall be under no liability under the above warranty if
The Client fails to provide The Company with written notification of any
defect within 7 days of the identification of the defect or when The
Client should have identified the defect.
6.8 The Company shall be under no liability in respect of any defect
arising out of the actions of a third party without the consent of The
Company.
6.9 In respect of a warranty claim by The Client, The Company shall
require The Company to provide access to an employee or agent of The
Company for an examination to be undertaken. The Company will rectify
any problems providing that, in the opinion of The Company, The Systems
have not been tampered with or subjected to improper treatment, or such
problems do not arise from matters related to 6.3 above.
6.10 Except in respect of death or personal injury caused by The
Company’s negligence, The Company shall not be liable to The Client by
reason of any representation or any express or implied warranty
condition or other term or any duty at common law, statute or under the
express terms of The Contract for any consequential loss or damage,
(whether for loss of profit or otherwise) costs, expenses, or other
claims for consequential compensation whatsoever, (and whether caused by
the negligence of The Company, its employees or its agents or otherwise)
which arise out of or in connection with the supply of Services or in
their use except as expressly provided in these Conditions.
6.11 If not withstanding the above provisions of condition 6, The
Company is found liable for any loss or damage suffered by The Client,
that liability shall in no event exceed the Price of The Services or the
maximum liability insurance cover.
6.12 In no event shall The Company be liable for the following loss of
damage.
i) Economic loss which shall include loss of profit, business revenue,
goodwill and anticipated savings.
ii) Damages in respect of special, indirect or consequential loss or
damage of any kind.
iii) Any claim made against The Client by any other party or person.
iv) Any liability for any additional or consequential loss of any kind
whatsoever is hereby excluded. The Client is accordingly advised to take
out appropriate insurance.
6.13 If The Company fails to provide the Services for any reason other
than any cause beyond the company’s reasonable control, or The Client’s
fault, and The Company is accordingly liable to The Client, The
Company’s liability shall be limited to the excess (if any) of the costs
to The Client (in the cheapest available market) of similar Services to
replace those not provided over the Price of the Services.
6.14 The Company accepts no liability for loss of Client data during any
stage of implementation. It is the Clients sole responsibility to back
up all data prior to any network installation or reconfiguration.
7. Force Majeure
Any contract may be cancelled or suspended in whole or in part by The
Company without liability on its part for any loss or damage arising
directly or indirectly from such a cancellation or suspension or if The
Company is prevented or hindered from carrying out The Services as a
result of; any industrial action, act of God, war, civil commotion,
legislation, break down of machinery, inability to obtain supplies,
equipment, fuel, power, components or transportation; accidents,
government action, Force Majeure or any other cause over which The
Company has no control.
8. Future Contracts
If subsequent to any Contract of Sale which is subject to these
Conditions another Contract of Sale is made with the same Customer
without express reference to any conditions, such a contract, howsoever
made, shall be deemed to be subject to these Conditions.
9. Termination
9.1 If The Client shall make default in or commit any breach of its
obligations or if The Client shall commit any act of bankruptcy or shall
have any execution or distress levied upon any of its goods or property
or, being a Limited Company, if any resolution or petition to wind up
its business shall be passed or presented or if a receiver of the whole
or any part of its undertaking, property or assets or any part thereof
shall be appointed, The Company shall have the right forthwith to
re-determine any contract then subsisting without prejudice to any claim
or right The Company might otherwise make or exercise.
9.2 If The Client defaults in payment of any sum due hereunder or is
overdue with any payment, The Company shall have the right forthwith to
re-determine any contract then subsisting or suspend provision of
Services without prejudice to any claim or right The Company might
otherwise exercise.
10. Waivers
The Company’s rights and remedies shall not be prejudiced by any
indulgence or forbearance to The Client and no waiver by The Company of
any breach by The Client shall operate as a waiver of any subsequent
breach.
11. Notices
Any notice required to be given hereunder in writing shall be deemed to
have been duly given by The Company if sent by paid first class post,
facsimile or email addressed to the party concerned at its principle
place of business or last known address.
12. Severance
If any provision of these Conditions is held by any competent authority
to be invalid or unenforceable at law in whole or in part the validity
of the other provisions of these Conditions and the remainder of these
provisions in question shall not be affected thereby.
13. Set-off
The Client will have no right of set-off, statutory or otherwise.
14. Intellectual Property
14.1 Any Intellectual Property and any materials produced remain the
property of The Company. The Client acknowledges that any and all
Intellectual Property Rights in respect of the Services delivered within
the Contract are and shall remain the sole property of the Company.
14.2 The Client undertakes that it shall not during or at any time after
the completion, expiry or termination of this Contract, in any way
question or dispute the ownership by the Company of the intellectual
property rights in any website, computer code, network structure and /
or goods and / or design and materials.
14.3 Upon delivery of the goods to the Client, the Company grants to the
Client a non-exclusive, non-transferable licence to use the web site,
computer code, network structure and/ or goods (or the relevant part)
for its own internal business purposes.
14.4 The Client may not grant sub-license of any computer code, design
materials, website, network structure or any of the goods provided as
part of the Contract.
14.5 Without prejudice to any other rights available to The Company, the
Company may terminate the licence guaranteed under clause 14.3 if the
Client fails to pay any sums due to the Company on its due date for
payment.
15. Scottish Law and Jurisdiction
This contract will be construed according to the laws of Scotland and
any dispute between the parties will be subject to Scottish law. The
parties submit to the exclusive jurisdiction of the Scottish Courts in
respect of any dispute arising under or connected with this contract.
16. Third Party
No term of this agreement shall be enforceable under the contracts
(Rights of Third Parties) Act 1999 by any third party.
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