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Deskshop is a division of NML Systems Limited
Registered in England : 1979009 (established 1986)
VAT Registration Number : GB 488 2592 94
Deskshop (which is a division of NML Systems Ltd) is a business to business reseller.
Deskshop will decline to accept any orders from private individuals acting as a Consumer.
By placing an order with Deskshop you are accepting our Terms and Conditions (Commercial) set out below.
Any order which is for business or commercial use, or which states a business or organisation name in the billing or delivery address, or which is ultimately funded by a business or organisaton will be subject to our Terms and Conditions (Commercial) as set out below, even if the goods are delivered to private residential premises.
Terms and Conditions (Commercial)
1. Definitions
1.1 "Buyer" means the person who buys or agrees to buy the Products from the Seller.
1.2 "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.
1.3 "Delivery date" means the date specified by the Seller when the Products are to be delivered.
1.4 "Products" means those goods specified.
1.5 "Price" means the price for the Products including carriage, packing and VAT.
1.6 "Seller" means NML Systems Ltd, trading as "Deskshop".
1.7 "Consumer" shall bear the meaning ascribed in section 12 Unfair Contract Terms Act 1977.
1.8 "Manufacturer" shall mean the company who manufacture the goods or the company who distribute the goods under their own brand name.
1.9 "Delivery Only" shall mean where the goods are delivered to the GROUND FLOOR ENTRANCE of the delivery address specified by the Buyer without being professionally installed by employees or agents of the Seller or Manufacturer.
1.10 "Delivery and Installation" shall mean where the goods are delivered the Buyer´s delivery address and are professionally assembled and installed on site by employees or agents of the Seller or Manufacturer.
2. Conditions applicable
2.1 Nothing in these conditions shall affect the Buyer´s statutory rights.
2.2 The Seller shall sell and the Buyer shall purchase the products in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written or verbal order of the Buyer which is accepted by the Seller including but not limited to orders placed using the Seller´s electronic online ordering service, subject in any case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or is purported to be made, by the Buyer.
2.3 Any typographical or clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. The price and payment
3.1 Save as provided otherwise herein the Price shall be that as stipulated in the Seller´s published price list current at the date of order of the Products. Any event of any increase in the cost to the Seller of raw materials, labour, overheads, or any increase in taxes or duties, or any variation in exchange rate the Seller may increase the Price payable under the contract upon written notice. If notice of price increase is given by the seller, the buyer shall have the right to cancel the order and receive back any sums they have paid. Notice of cancellation must be received in writing by the seller within seven days of delivery of the notice of price increase to the buyer.
3.2 Payment of the Price shall be due at the date of the order. Time for payment shall be of the essence. If the Buyer does not pay the Price on notification of shipment the Seller may bring an action for the Price even though property in the Products has not been passed to the Buyer. If the Buyer fails to make payment as required the Seller may suspend delivery of the Products or any further Products ordered until payment is made in full.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 6% above Barclays Bank Plc´s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
4. The products
4.1 The quantity and description of the Products shall be set out in the Seller´s quotation.
4.2 The Seller may make any changes in the specification of the Products which do not materially affect their quality or performance required to conform with any applicable statutory requirements where the Products are supplied to the Seller´s specification.
4.3 Photographs are for illustrative purpose only, and may not exactly match the product itself.
5. Warranties and liability
5.1 All goods supplied by the Seller come with a manufacturer´s warranty of at least 12 months.
5.2 The Seller shall provide the Buyer with such information as is required to claim under the manufacturer´s warranties. In the event of a claim, the Buyer shall in the first instance contact the Seller´s customer service department.
5.3 The Seller does not provide any warranty cover against defects in his own right.
5.4 All other warranties, conditions and terms relating to fitness for purpose, satisfactory quality or conditions of the products whether implied by statute or common law or otherwise are excluded to the fullest extent of the law.
5.5 Insofar as is permitted by law, our only liability to you under these terms and conditions will be, at our sole discretion, to make good any shortage or non-delivery, to replace or repair any goods which are received by you in a damaged or defective state or to refund to you any sums actually paid by you for the goods in question. We will not be liable to you for any indirect or consequential loss or damage arising out of any problem you notify to us and will have no liability to you for any failure or delay in delivering goods or any damage or defect in goods delivered which is caused by any event or circumstance which is beyond our reasonable control.
6. Delivery and Order Cancellation
6.1 The Buyer has the right to cancel a confirmed order prior to despatch EXCEPT where the goods have been ordered from a Manufacturer to the Buyers ´s specifications (made-to-order) or where the goods are specifically ordered or bought in for the Buyer.
6.2 Where the Buyer wishes to cancel a confirmed order for goods that have been ordered from a Manufacturer to the Buyers ´s specifications (made-to-order) or where the goods are specifically ordered or bought in for the Buyer, the Buyer agrees to indemnify the Seller against any unrecoverable costs charged to the Seller by the Manufacturer on the Buyer´s cancelled order. It is recommended that the Buyer requests the Seller to check the on the order status and the likely charges before confirming order cancellation.
6.3 Delivery and Installation Orders or part orders cannot be cancelled after Delivery and Installation has occured. The Seller and/or Manufacturer will have the option to repair, replace or make good any item that has been left on site that is defective or damaged. The Buyer shall be entitled to reject any individual defective or damaged product(s) by insisting that the Delivery and Installation team remove the defective product(s) from installation site at time of initial installation of the defective product(s) only (also see condition 7.6).
6.4 Delivery Only orders or part orders can only be cancelled after delivery has occured with the prior agreement of the Seller.
6.5 Where the Buyer wishes to cancel an order after Delivery and the Seller agrees to accept the cancellation, the Buyer agrees to indemnify the Seller against any unrecoverable costs howsoever incurred. It is recommended that the Buyer requests the Seller to check the on the order status and the likely charges before confirming order cancellation.
6.6 When an order is placed by the Buyer and accepted by the Seller, the Seller will place an order on the Manufacturer. Many products offered by the Seller are manufactured by the Manufacturer specifically for the Buyer´s order. The Buyer should note that many products are not shipped from stock and that there is a delay between accepting the order and offering a delivery date for the goods whilst the manufacturing process and distribution process is scheduled and executed. Usually this delay is between 10 and 30 days, but it can vary depending on many factors such as general demand levels and availability of product components.
6.7 The Seller shall use his reasonable endeavours to inform the Buyer of any delays in delivery beyond normal lead time for the products ordered.
6.8 The Seller shall not be liable for any delay in delivery howsoever caused.
6.9 Delivery to remote mainland areas or to areas outside mainland Great Britain may be subject to additional delivery charges. The Buyer should check with the Seller before placing an order if in doubt. The Seller will endeavor to advise the Buyer of any such charges before an order is accepted.
6.10 The Seller may not be able to undertake installation in very remote mainland areas or areas outside the mainland of Great Britain. The Buyer should check with the Seller before placing an order if in doubt. The Seller advise the Buyer of any access problems due to delivery address before submitting the the order.
7. Acceptance of the products
7.1 The Buyer or representative of the Buyer receiving goods at the delivery address will have the opportunity and is encouraged to inspect the goods carefully at time of delivery. Any damages, defects, shortages or other issues with goods delivered must be reported on the Delivery note or electronic equivalent. A signed Delivery Note or electronic equivalent constitutes delivery of goods. The Buyer should notify the Seller separately of any damages, defects, shortages or other issues reported on the Delivery Note.
7.2 Any damages, defects, shortages or issues that were NOT recorded on the Delivery Note or electronic equivalent must be reported by the Buyer to the Seller within one working day of delivery and must be supported by photographic evidence where appropriate. The Seller or Manufacturer may wish to further inspect any damaged products at the delivery address to ascertain what and when the damage was likely to have been caused.
7.3 The Seller or Manufacturer may decline to accept responsibility for any damages or shortages that should have been obviously visible at delivery but which were not recorded on the original delivery note by the Buyer or representative of the Buyer, even if reported as per section 7.2 above.
7.4 In the case or Delivery Only orders the Buyer shall be deemed to have accepted the goods after signing Delivery Note or electronic equivalent.
7.5 In the case of Delivery and Installation orders the Buyer shall be deemed to have accepted the goods after signing the Delivery Note or electronic equivalent and allowing the goods to remain on site. The Seller and/or Manufacturer will have the option to repair, replace or make good any item that has been left on site that is defective or damaged. The Buyer shall be entitled to reject any individual defective or damaged product(s) by insisting that the Delivery and Installation team remove the defective product(s) from installation site at time of initial installation of the defective product(s) only (also see condition 7.6).
7.6 The Buyer shall not be entitled to reject delivery or installation of an ENTIRE ORDER on the grounds that PART OF THE ORDER is delivered or installed in a damaged or defective state.
8. Returns
8.1 Where the Buyer wishes to return goods to the Seller for any reason, the Buyer must first contact the Seller to advise the reason for the return to obtain a Returns Authorisation Number and to obtain a nominated Return Address.
8.2 The Buyer must notify the Seller in a written form (fax, letter or email) if the goods being returned are damaged, defective or not as specified on the order acknowledgement before the goods are returned, even if the goods are being returned due to order cancellation. The Seller will acknowledge receipt of this notification to the Buyer in a written form (fax, letter or email).
8.3 The Seller or Manufacturer may wish to inspect any damage or defects reported in clause 8.2 in order to ascertain how and when the damage was likely to have been caused.
8.4 The Buyer will be responsible for the costs of returning all goods, except where the Seller and/or Manufacturer have agreed to replace goods or accept the return of goods which are damaged or defective.
8.5 All returned goods must be returned complete with all supplied accessories, components, manuals and other documentation.
8.6 All returned goods must be returned by the Buyer to the Seller. The buyer has a duty of care to return the goods in original condition. Any pre-existing damage or defects must be pre-notified and acknowledged as specified in clause 8.2 before the goods are returned.
8.7 All returned goods must be accompanied by documentation advising the Returns Authorisation Number.
8.8 The Seller may reject returns that do not comply with clauses 8.5, 8.6 and 8.7 or where there is evidence to suggest that any damage reported as outlined in clause 8.2 was caused after delivery. The Seller will endeavor to advise the Buyer of any problems with returned goods as soon as possible.
8.9 The Seller will issue any refund due on returned Products within 28 days of receipt of the returned goods unless unless the return was rejected as outlined in clause 8.8.
9. Title and risk
9.1 Risk of damage to or loss of the Products shall pass to the Buyer upon delivery.
9.2 Notwithstanding any other provision herein title in the Products shall not pass to the Buyer until the Seller has received in cash or clear funds payment in full.
9.3 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all moneys owing to the Seller shall (without prejudice to any other right or remedy on the Seller) immediately become due and payable.
10. Insolvency of buyer
10.1 This clause applies if:
10.1.1 The Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction).
or
10.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer.
or
10.1.3 The Buyer ceases, or threatens to cease, to carry on business.
or
10.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If the Clause applies, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Products have been delivered but not paid for the Price shall become immediately due and payable that despite any previous arrangement or agreement to the contrary.
11. General
11.1 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 strikes, lock outs, accidents, war, fire, reduction in or unavailability of power at the Seller´s premises or its manufacturing plant, 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 its obligations.
11.2 Any notice required or permitted to be given by either party to the other under the conditions shall be in writing and in the case of notices to the Seller, addressed to the Seller at its registered office or in the case of notices to the Buyer, at the Buyer´s address as provided to the Seller.
12. Headings
12.1 The headings of the Clauses in these conditions are intended for reference only and will not affect the construction of these conditions.
12.2 Representations
No statement, description, warranty condition or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the Agents or Employees of the Seller shall be construed to enlarge, vary or override in any way thereof any of these conditions.
12.3 Additional costs
The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyers instructions or lack of instructions or through failure or delay in taking delivery or through any acts or default on the part of the Buyer, its servants, agents or employees.
13. Proper law of contract
This Contract shall be governed by the law of England and Wales and any dispute, question or remedy howsoever arising determined exclusively by the Courts of England and Wales.
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