System Professional : Terms & Conditions

Definitions
In these Conditions the following expressions will have the following meanings:
The Company: System Professional Ltd.
The Clients: The person of whom details are shown overleaf in the box entitled "Invoice name and address".
The Contract: The agreement acknowledged hereby for the supply of goods and services by the Company to the Client and to which these terms and conditions apply.
The Goods: The Goods or services to be supplied hereunder.

General
The order accepted hereby by the Company is subject to these Conditions and shall apply to the exclusion of all other conditions and warranties expressed or implied and shall override all terms or conditions stipulated or referred to by the Client whether in an order, letter, tender document or in negotiations and is not capable of cancellation.

No person acting or purporting to act on behalf of the Company shall have any authority to waive any of the company's rights under this contract orally, and no such purported waiver shall have any effect unless it is in writing and signed on behalf of the company.

All orders are accepted subject to the obtaining by the Company of satisfactory trade references or credit ratings in relation to the Client. If such trade references or credit ratings shall not in the opinion of the company be satisfactory, the company shall have the right to cancel the order by notice in writing within 28 days after this acceptance.

Prices
Value Added Tax is not included in any price lists, quotations or acknowledgement of order.

Acknowledgements are given at current prices and sterling exchange rates and may be subject to alteration without notice in the event of movement in the exchange rate.

Unless specifically agreed otherwise the Goods are charged at the prices and exchange rates ruling on the date of dispatch.

Notwithstanding these conditions the company will not normally seek to adjust prices on authorised order except in exceptional circumstances involving movement in exchange rates if applicable or matters beyond the control of the company.

The Company's price lists have no contractual force and no responsibility can be undertaken by the Company because of any price alterations. Any pricing error or ‘typo' will carry no contractual obligation with any client. Direct delivery to a Client's Customer may incur additional costs.

The acknowledgement of order must be carefully checked by the Client to ensure that it conforms in all respects with his order, any variation or error must be notified immediately by telephone and confirmed in writing.

Delivery
Delivery is to kerb side of Clients premises or warehouse unless stated otherwise in our written quotation.

Although the Company will use every endeavour to meet delivery dates, it cannot accept any liability for any loss, damage or any consequential costs or loss incurred through the failure or delay in effecting delivery by any particular date.

The Company reserves the right to make partial deliveries and to be entitled to payment in respect of partial deliveries in accordance with the terms below. Incomplete delivery shall not entitle the Client to withhold payment on Goods delivered and invoiced.

In the event that the Client is unable or unwilling to accept delivery of Goods on or at any time following the relevant delivery date the Company will be entitled to arrange for, or provide, storage and insurance for the Goods as it thinks appropriate at the Clients expense. The appropriation or despatch of any of the Goods for storage in accordance with this Condition shall be deemed to constitute delivery and payment shall thereupon become due.

Assembly, erection and installation of Goods is not included in the contract prices, unless specifically stated otherwise. Where such installation is agreed it is on the specific condition that free access will be given to open floor areas free from other contractors or trades during working hours.

The company may charge the client for any additional cost or expenses incurred by the Company as a result of any delay or difficulty in off-loading or installation.

Damage / Loss in Transit / Shortages
At the time of delivery Clients should ensure that the Goods are in good condition prior to signing the Company's delivery notes. If a clear signature is obtained no subsequent claim for damage will be entertained.

When Goods are delivered by Public Transport non delivery must be advised within 14 days of the date of our invoice and any shortages or damage must be notified in writing within three working days of receipt of Goods.

Guarantees
The Company does not guarantee that the equipment will always function satisfactorily and the responsibility for loss or damage due to failure of the equipment, consequential or otherwise is not accepted.

The Company's liability is limited to the benefit of any guarantee given by the manufacturers of the item in question. The Company bears no other guarantee liability.

If the client uses consumable materials not supplied by the Company, then the Company reserves the right to charge for any service calls caused by any failure due to the consumable materials.

Defective Goods
The Company cannot accept responsibility for the loss or deterioration or damage to Goods in transit unless full details thereof are given within 72 hours of delivery hereunder.

All Goods should be unpacked carefully and examined immediately upon delivery. In the event of any Goods proving to the satisfaction of the Company to be defective as a result solely of faulty design, materials or workmanship, the Company will, provided that it has received a report in writing of the defects within any stated guarantee period for the Goods concerned and that if the company so requires, the Goods are returned to its warehouse carriage paid within one month of the expiry of such period, at its option and expense, either remedy the defect or replace the Goods concerned and properly return them to the client carriage paid.

Except as aforesaid all conditions, warranties and representations, whether express or implied, statutory or otherwise in relation to the Goods are hereby excluded, providing that nothing contained herein shall be deemed to exclude or resist any of the terms implied by section 1 of the Supply of Goods Implied Terms Act 1973 or any right to the Client or liability of the Company in respect thereof. Except as aforesaid the Company shall not be liable for any loss or damage including costs however caused whether direct or consequential, incurred or suffered by the Client in relation to the supply of the Goods.

Misrepresentations
No member of the Company's staff, or agent, has authority to give any warranty or make any representation concerning the operation of equipment.

Payment
Unless otherwise agreed in writing, payment is due in full by the due date as shown on the invoice.

If payment is not made on the due date any previously agreed discounts or special terms may be withdrawn by the Company and the Company is further entitled without giving notice to charge the Client interest on any amount outstanding at the rate of 2% per month until payment.

Title to Goods and Insurance
The ownership of all Goods delivered to the Client shall be transferred to the Client when the Company is paid the full amount due from the Client in respect thereof and not before. Until that time all goods shall be stored by the Client at its own risk separately from the Goods of any other company except that they may be assembled when the Client so requires. But not withstanding such assembly, the goods shall still remain the property of the Company until full payment has been made thereof, and the client shall until payment hold them in fiduciary capacity for the company.

This condition does not imply any right on behalf of the client to return for credit Goods that have been properly ordered and delivered. The risk of loss or deterioration or damage to such Goods will be borne by the client from the time of delivery and the Client will insure the Goods for the full replacement value thereof for the benefit of the Company until the property herein has passed to the Client.

Despite the preceding condition the Client may in the normal course of business sell the Goods to a third party, so long as payment remains owing to the Company and that the third party is notified of the Company's ownership of the Goods and the said assignment.

Goods must not in any circumstances be returned to the Company except in accordance with the prior written consent of the Company. In the event of the Company giving written consent for goods to be returned, then they must be returned in an un-damaged condition carriage paid. The charge for this facility will be 10% of the set invoice value. Where the property in any Goods so returned shall have passed to the Client, such Goods shall unless otherwise agreed in writing by the Company remain the property and at the risk of the Client.

Goods on Loan or Hire – Insurance
Should the company loan or hire Goods to a Client, that Client must take an "All Risks" Insurance policy for such equipment. This must be in force at the time the Goods leave the protection of the Company and remain in force until such time as the Goods are returned / collected by the Company.

Health & Safety at Work Act 1974
All goods are sold on the express understanding that the Clients are aware of the requirements and provisions of the above act. The Company takes every care to ensure that the Goods offered for sale comply with the act when properly used and will not accept any liability in the event of mis-use by the client.

Errors and Omissions
The Company reserves the right to amend any accidental error or omission without liability.