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Terms and
Conditions of Trade
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1. INTERPRETATION
In these Conditions:-
“Authorised Representative” means an employee of Euro Professional
Services who has been authorised by the respective board of Euro
Professional Services Limited and who is acting expressly in that
capacity. A list of Authorised Representatives will be provided on
request.
“eps” means Euro Professional Services Limited Company Number
(Register in England as Company Number 03419703), for which full
contact details are Euro House, No.4 King Street, St. Albans, AL3
8JY.
“Euro Professional Services Procedures” means the procedures of the
relevant Euro Professional Services company relating to returns and
warranty for the time being in force (details of which are available
upon request or, as appropriate, at www.epssupport.com) and which
form part of these terms.
“Conditions” means the standard terms and conditions of sale,
licence and supply set out in this document and (unless the context
otherwise requires) includes any special terms and conditions agreed
in Writing between You and an Authorised Representative.
“Contract” means the sale and purchase of P&S.
“End User” means any person or body to whom You supply P&S.
“P&S” means Product and Services as defined below.
“Product” means the computer equipment or other goods or third party
software which Euro Professional Services supplies in accordance
with these Conditions.
“SoW” means the scope of works which we can provide if requested
“Services” means the services described in the SoW including without
limitation analysis training installation and consultancy which Euro
Professional Services supplies in accordance with these Conditions.
“Writing” “Written” includes facsimile or electronic transmission
(including e-mail) and comparable means of communication.
“You/Your” means the buyer of P&S.
The headings in these Conditions are for convenience only and shall
not affect their interpretation.
2. THE CONTRACT
2.1 Euro Professional Services shall sell and You shall purchase P&S
in accordance with any order You give which is accepted by Euro
Professional Services subject to these Conditions, which shall
govern the Contract to the exclusion of any other terms and
conditions (including Your own) even if You have contracted or
purported to transact on Your terms.
2.2 No variation to these Conditions shall be binding unless agreed
in Writing and signed by an Authorised Representative.
2.3 Save in the case of fraud Euro Professional Services shall not
be liable for any advice or representation provided to You before a
contract is made unless the advice is in Writing and signed by an
Authorised Representative.
2.4 Where there is an error in information provided by Euro
Professional Services we can correct it without any liability on our
part and we retain the right to cancel an order in this event.
2.5 The supply of P&S may be subject to external controls e.g.
export controls. It is Your responsibility to obtain any necessary
consents although Euro Professional Services will co-operate in this
provided You meet any expense.
2.6 You shall comply and shall make sure that any End User shall
comply with the terms of any licensed third party software.
3. ORDERS AND SPECIFICATIONS
3.1 You may place an order by telephone, email or in Writing. An
order shall be deemed to be accepted by Euro Professional Services
on the earlier of Euro Professional Services’ despatch of an Order
Confirmation to You or by Euro Professional Services commencing
fulfilment of the order. All Written communication is recorded and
archived.
3.2 Euro Professional Services may change the specification of P&S
where there is no material adverse effect on quality or performance
or to comply with applicable safety or other statutory requirement.
3.3 You are responsible for ensuring that no infringement of a third
party’s intellectual property rights will result from Euro
Professional Services processing P&S in accordance with
specifications/instructions given by You.
3.4 All information Euro Professional Services provides on Product
is based on information from the manufacturer. This is liable to
change without notice. Accordingly Product will be supplied with the
specifications and information current at the time of supply. Any
compliance information is passed on by Euro Professional Services
from the manufacturer without liability.
4. PRICE
4.1 The price of P&S shall be Euro Professional Services’ quoted
price (whether provided orally or in Writing) or is the price
specified at the time we accept the order. All prices quoted are
valid on the day of publication and are subject to change and
availability of P&S unless otherwise specified in Writing.
4.2 Except as otherwise agreed in Writing where Euro Professional
Services agrees to arrange delivery of the P&S we will charge You
for that delivery. Full details are available on request.
4.3 The price is exclusive of any applicable value added tax, which
You shall be additionally liable to pay to Euro Professional
Services.
4.4 Euro Professional Services reserves the right to charge a
minimum order fee.
5. TERMS OF PAYMENT
5.1 Subject to any agreement in Writing, Euro Professional Services
shall be entitled to invoice You (i) for Product on the earlier of
delivery or notification to You that Product is available for
collection/delivery; (ii) for Services on completion of the SoW and
(iii) immediately for any charges under clauses 4.4, 5.6, 6.7, 6.8,
8.1 or 8.2. Invoices may be delivered to You electronically.
5.2 You shall pay the price of P&S in the currency denoted in the
invoice within 14 days of the invoice date for Product and 30 days
for Services (unless a shorter time is agreed in Writing) even if
property in P&S has not passed to You. Time for payment shall be of
the essence. Receipts for payment will not be given unless
requested. Euro Professional Services may at any time demand that
You make immediate early payment of invoices if we certify that we
have reasonable grounds to doubt Your continued creditworthiness.
5.3 Payment will only be effective once Euro Professional Services’
bank account is irrevocably credited with the amount due.
5.4 If You or any company in Your group (if appropriate) fail to pay
on time or breach any other provision of this or any other contract
with Euro Professional Services or if there is default under
Condition 11.2 then You shall be deemed to have repudiated each
contract and we shall be entitled to exercise our rights under
Conditions 9.4 and/or 11.1 and appropriate any payments made by You
against any outstanding invoices as we may think fit
(notwithstanding any purported appropriation by You). Statutory
interest (and costs incurred in collecting debts) will be charged on
overdue invoices as provided by statute under the Late Payment of
Commercial Debts (Interest) Act 1998 or subsequent legislation. Such
interest shall be charged from the date the invoice was due for
payment until payment (both before and after any judgement, unless
ordered otherwise). Interest will be compounded on the first day of
each calendar month.
5.5 You have no rights to withhold payment by reason of any alleged
breach of warranty or other obligation of Euro Professional
Services. In such circumstances Your sole remedy are the provisions
set out in Condition 8. You also have no right to set off payments
due.
5.6 Euro Professional Services retain the right to charge a fee
where payment is tendered by credit card.
6. DELIVERY, ACCEPTANCE AND CANCELLATION
6.1 All Product shall be delivered ex works from Euro Professional
Services’ shipping point /distribution centre unless otherwise
agreed in Writing (Including notification by electronic mail).
6.2 Any dates quoted for delivery are approximate only and Euro
Professional Services shall not be liable for any delays howsoever
caused. Subject to 6.3 and unless agreed otherwise in Writing time
for delivery shall not be of the essence. Product may be delivered
by Euro Professional Services in advance of the quoted delivery date
subject to Written confirmation.
6.3 Subject to agreement Product may be delivered in instalments in
which case each delivery shall constitute a separate Contract and
any rights which You may obtain in respect of one Contract shall not
apply to any other Contract.
6.4 Any discrepancy in shipment quantity must be notified in Writing
(including Electronic Mail) to Euro Professional Services within 24
hours of receipt of Product and whenever possible recorded on the
proof of delivery paperwork.
6.5 You should refuse to accept damaged Product. Failing this damage
must be recorded on the proof of delivery paperwork. Within 48 hours
of delivery (or attempted delivery) You must also provide Written
notification to us of the damage.
6.6 Acceptance will be deemed to have taken place unless Written
notice of rejection is received by Euro Professional Services within
3 working days of delivery. You waive any right to revoke acceptance
thereafter.
6.7 You may not cancel an order for Product except with the prior
Written consent of Euro Professional Services and You must indemnify
Euro Professional Services in relation to all losses resulting from
such cancellation. If Euro Professional Services agrees to a
cancellation we may impose a cancellation fee. Euro Professional
Services’ agreement to a cancellation will not bind us on any future
request for cancellation.
6.8 If You cancel an order for Services prior to their commencement
Euro Professional Services reserves the right to levy a cancellation
charge. Where notification is given within the following time
periods prior to commencement date as specified in the Order
Confirmation the following charges will apply:
6.8.1 80% of price payable where notification within 1 working day;
6.8.2 50% of price payable where notification within 2-5 working
days;
6.8.3 20% of price payable where notification within 6-10 working
days;
6.8.4 No charge where notification in excess of 10 working days.
7. RISK AND PROPERTY
7.1 Risk shall pass to You at the time Product is delivered by Euro
Professional Services in accordance with clause 6.1 above. Euro
Professional Services does not accept any liability for loss or
damage caused by a carrier. Once Product is Your responsibility You
must keep it fully insured until You own it. You shall on demand
produce evidence of this insurance to Euro Professional Services.
Until the full price for Product has been paid You shall hold the
policy and proceeds of insurance to the extent of the unpaid price
on trust for us.
7.2 The ownership of Product shall not pass to You until we have
received in cash or in cleared funds payment in full for the Product
or any other products sold or agreed to be sold to You under this or
any other Contract (or any group company of which You are part). You
have no right to pledge, charge, encumber or otherwise dispose of
Product or any interest therein or purport to do so until You own
it.
7.3 Until such time as You own Product You shall hold it on behalf
of Euro Professional Services and shall retain possession of it in
good order and condition properly stored and protected and
identified as Euro Professional Services’ property and shall (in the
absence of proof to the contrary) be deemed to deal with it and
other like product supplied by Euro Professional Services on a
‘first in first out basis’.
7.4 If there is an event of default under Condition 11.1 then we may
Write to You revoking our consent for You to retain possession of,
and any express or implied authority to sell use or consume any
Product which You do not own. We can require You to deliver Product
up to us (and You shall forthwith do so) failing which we may
repossess and in order to do so may enter Your premises or that of
any third party where Product is or is thought to be without
liability for any resulting damage and against the consequences of
which You shall indemnify Euro Professional Services and we may
re-sell Product.
7.5 No title shall pass in any third party software supplied to You.
8. RETURNS AND RECTIFICATION
8.1 Return of Product by You must be in compliance with Euro
Professional Services Procedures and if You fail to comply Euro
Professional Services reserves the right to levy an administration
charge (equal to 10% of the Product price subject to a minimum of
£20). Failure to comply with the Euro Professional Services
Procedures may also invalidate any warranty and in certain cases may
result in Product being destroyed for which You will still be liable
to pay. A restocking fee may also be applied.
8.2 No returns will be accepted without a Return Materials
Authorisation (‘RMA’) number which may be issued by Euro
Professional Services at its sole discretion. Returns must be in
original manufacturer’s shipping cartons complete with all packing
materials. All Product for return shall be returned Euro
Professional Services freight prepaid by You in the manner specified
in the RMA. You must tell us in Writing what You wish us to do with
any ineligible returns within seven days of notification of
ineligibility. Otherwise we reserve the right to dispose of the
Product and charge You for any costs incurred. We do not accept any
responsibility for ineligible returns.
9. WARRANTIES AND LIABILITY
9.1 In the case of defective Product, Euro Professional Services
shall pass on to You the benefit of any warranty supplied to us by
the manufacturer so far as we are able to and provided that You
comply with Condition 8. Further Euro Professional Services warrants
that any Services provided to You (or to an End User at Your
direction) will be provided using reasonable skill and care and as
far as possible in accordance with the SoW. The above warranty
excludes all other warranties and/or representations relating to the
P&S.
9.2 Euro Professional Services shall be under no liability
(a) in respect of any defect in any P&S supplied arising from any
drawing design End User requirement or specification supplied by You
or End User
(b) for any loss of damage to or disclosure of data either contained
in Product returned to Euro Professional Services or arising from
the supply of Services by Euro Professional Services (and it is Your
responsibility to take all adequate back-up and confidentiality
precautions)
(c) in respect of any defect arising from fair wear and tear wilful
damage negligence abnormal working conditions or failure to follow
instructions given by us or the manufacturer or
(d) if the total price for Product has not been paid by the due date
for payment.
9.3 Where Euro Professional Services is providing P&S to You or an
End User You are solely responsible for determining Your or the End
User’s requirements and for ensuring that P&S is satisfactory for
the purpose for which it is required and has overall sufficient
functionality and compatibility. Where You fail to do this any
assessment made by Euro Professional Services shall be accepted as
binding between You and Euro Professional Services.
9.4 You shall ensure that
(a) warranty claims are validly made
(b) no Product returned to Euro Professional Services contains any
viruses or defects
(c) all warning labels and instructions applicable to Product are
not tampered with and/or removed before such Product is sold on or
otherwise transferred
(d) all serial numbers of Product are recorded and that proper
records are kept to enable Product to be traced to any third party
and
(e) we are allowed reasonable access to such records.
9.5 Save in the case of death or personal injury due to our
negligence, the extent of our liability to You for being in breach
of contract or tort shall be limited to the amount paid to and
retained by us under the Contract and we shall not be liable to You
for any indirect consequential or economic loss or damage (whether
for loss of profit or otherwise), which arises out of or in
connection with the supply of P&S or the use or resale by You of P&S
except as expressly provided in these Conditions.
9.6 Without limiting the generality of the foregoing, in submitting
each order You shall be deemed to represent and warrant that You are
in the business of dealing in, or manufacturing, assembling or
configuring computer hardware, software or related products and that
You have sufficient expertise and qualifications to form Your own
assessment of the qualities and characteristics of P&S (including
without limitation their merchantability fitness for required
purpose compatibility with other products compliance with standards
and networkability, as appropriate).
9.7 Euro Professional Services is entitled to treat as conclusive
any representation from a person who is or appears to be Your
employee representative or agent and in Euro Professional Services’
reasonable opinion has the requisite authority. This includes but is
not limited to the placing of orders using OTS.
9.8 Where any loss is sustained to the property of Euro Professional
Services or its employees subcontractors or agents while on Your or
the End User’s premises through the negligence or default of You or
the End User then You will be wholly liable for any loss incurred.
10. INDEMNITY
If You breach any of these conditions and this causes Euro
Professional Services any loss or damage then You shall fully
indemnify Euro Professional Services against the same. It is agreed
that such breaches shall include those of clauses 2.6, 3.3, 8, 9.4
and 12.
11. EVENTS OF DEFAULT
11.1 If an event of default occurs Euro Professional Services can
without prejudice to any other right or remedy available to it send
notice to You in Writing to
(a) terminate or cancel the Contract and to cancel the licence to
use any third party software (b) suspend any further deliveries or
provision of P&S
(c) suspend any warranty or other support for any P&S we have
supplied
(d) demand that any sums owed by You are immediately due and payable
(e) set off any amounts on any account whatsoever and
(f) exercise our rights under Condition 7.4.
11.2 An event of default will take place if
(a) You make any voluntary arrangements with Your creditors or
become subject to an administration order or (being an individual or
firm) become bankrupt or (being a company or partnership) go into
any form of liquidation, winding up, dissolution or insolvency
procedure (otherwise than for the purposes of amalgamation or
reconstruction) or anything analogous to the foregoing occurs in
relation to You in any jurisdiction
(b) someone takes control of all or part of Your assets
(c) You cease or threaten to cease to carry on business
(d) Euro Professional Services reasonably apprehends that any of the
events mentioned above is about to occur and notifies You
accordingly or
(e) Euro Professional Services becomes entitled to exercise any of
our rights under Condition 5.4.
12. CONFIDENTIAL INFORMATION
12.1 All information which comes to the knowledge of either of us
concerning the other’s respective operations including but not
limited to price specific information supplied by Euro Professional
Services to You shall be treated as confidential. It must not be
disclosed to any third party without the prior consent in Writing of
the party to whom the information relates unless the information was
(a) known beforehand
(b) becomes publicly available through no breach of confidentiality
(c) is received in good faith from a third party who has no
obligations of confidence in respect of such information or
(d) is required to be disclosed by a court of law or similar body.
12.2 Notwithstanding 12.1 we may make such enquiries and obtain
references from or provide information about You to any trade
supplier credit reference agency financial institution or to our
advisers.
13. GENERAL
13.1 Any notice required or permitted to be given under these
Conditions shall be in Writing addressed to the receiving party at
its registered office or principal place of business. Any signature
given by way of electronic signature shall be deemed by the
receiving party to have been given by the signatory at the time
represented and to be binding upon that party.
13.2 Neither of us will be liable to the other for any delay or
failure under the contract (apart from Your failure to pay) if the
delay or failure was due to force majeure or any cause beyond
reasonable control.
13.3 If we waive Your breach of any provision of any Contract that
will not be treated as a waiver of any other or subsequent breach of
the same or any other provision of that or any other Contract. Euro
Professional Services’ rights under these Conditions are in addition
to any other rights which Euro Professional Services may have under
the general law or otherwise. If ‘You’ comprises two or more
persons, Your obligations are joint and several.
13.4 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
thereby.
13.5 None of these terms are enforceable pursuant to the Contracts
(Rights of Third Parties) Act 1999 by any person/party who is not a
party to the Contract.
13.6 These Conditions and all Contracts shall be governed by and
construed in accordance with English law SAVE THAT in the case of
Product to be delivered by us or You to premises in Scotland these
conditions shall be governed by Scottish law.
13.7 Any special terms for P&S to be supplied outside the United
Kingdom shall be specified in the Order Confirmation.
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