General Terms & Conditions of Sales
[a] In these conditions the following expressions shall have the following meanings:
"Client" means the person firm or company with whom the Contract is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company;
"Company" means Scielutions Ltd., having the registered number of 7991997 or as appropriate any of its subsidiaries within the meaning of section 736 Companies Act 1985. Also where the context permits its assigns and any sub-contractor for the said company;
"Company's Premises" means the premises mentioned in the Contract or if not so mentioned means the company's premises at: 5 Bankside, Hanborough Business Park, Long Hanborough, Witney OX29 8LJ; Registered address at: Sanders Gate, Churchfields, Stonesfield, Oxfordshire. OX29 8PP, United Kingdom.
"Client's Premises" means the premises mentioned in the Contract or if not so mentioned means the client's premises.
“Conditions” shall mean these terms and conditions, its appendices and includes any special terms and conditions agreed in writing between the Client and the Company;
"Contract" means the contract between the Company and the Client under which the Services are to be supplied by the Company to the Client or any agreement for the supply of Goods and/or Services resulting from a Purchase Order and accepted by the Company in within 7 days of a written quotation;
“Force Majeure” includes (without limitation) acts of god or government, war, riot, fire, strikes, lockouts, cessation of labour, trade disputes, breakdowns, accidents of any kind or any other cause whatsoever beyond the reasonable control of the Company (including delay by suppliers);
“Goods” means the articles or things to be supplied by the Company to the Client under the terms of the Contract;
“Purchase Order” means the Client’s written order for Goods or Services which shall include any order that is placed online by the Client on the Website;
"Services" means the services to be provided by the Company to the Client under the terms of the Contract and "Service" shall be construed accordingly;
“Software” means the software to be supplied by the Company in accordance with the Contract;
“Website” means the website operated by the Company from time to time, the current URL of which is http://www.scielutions.com
“Writing” includes facsimile transmission, email and comparable means of communication.
[b] Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
[c] The headings in these Conditions are for convenience only and shall not affect their interpretation.
[a]These Conditions shall be deemed to be incorporated in all Contracts and in the case of any inconsistency with any order or letter or form of contact sent by the Client to the Company or any other communication between the Client and the Company whatever may be their respective dates the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Client shall not affect the rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.
[b] Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
[c] Subject to these Conditions, no failure by any party to exercise any right under any Contract shall be deemed to be a waiver of any party’s rights there under or under any other Contract save to the extent that such waiver is in writing and signed by an authorised representative of that party.
[d] 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.
[e] Any dispute arising under or in connection with these Conditions shall be referred to arbitration by a single arbitrator appointed by agreement or in default nominated on the application of either party.
[f] These Conditions shall be governed by the laws of England and Wales and the Client agrees to submit to the exclusive jurisdiction of the English Courts.
3. Obligation to supply goods and/or provide services
[a] All quotations given by the Company must be accepted by the Client by way of a Purchaser Order within 7 days starting from the date of the quotation. Quotations are given subject to acceptance of such Purchase Order by the Company in writing. No Contract shall be concluded until either such confirmation is given, an online order on the Website is confirmed by email or the Company proceeds with the fulfilment of the Purchase Order.
[b] The Company’s catalogues, brochures, leaflets or correspondence are not binding and unless specifically provided to the contrary in writing, all specifications, descriptions, photographs, measurements or capacities are approximate only and shall not form part of any Contract or be treated as constituting any warranty, representation or condition in relation to any Goods or Services.
[c] Reasonable variations which do not affect to any material extent the performance of the relevant Goods or Services for the purposes specified by the Client may be made to the Services without notice and the Services and/or, as the case may be the Goods, so varied shall be deemed to comply with the Contract.
[d] Where the Services relate to the provision of training the Company reserves the right to provide such Services at a venue or venues other than the Company’s premises and to provide personnel of its own choice.
[e] The Company reserves the right to refuse or curtail any training services if a delegate or substitute delegate attending on behalf of the Client fails to satisfy the requirements for such course notified by the Company to the Client prior to the commencement of such course.
[a]The price payable for the Services shall unless otherwise stated in the Contract be the fee chargeable by the Company for such Service current at the date of the provision of the Services.
[b] The price of the Goods or Services shall be the Company’s quoted price or where no price has been quoted or a quoted price is no longer valid the price listed in the Company’s published price list current at the date of acceptance of the Purchase Order. Prices will normally be held for a period of 7 days from the date of the quotation.
[c] The Company reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the Goods which are requested by the Client or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions.
[d] Except as otherwise stated under the terms of any quotation or any price list of the Company, and unless otherwise agreed in writing between the Client and the Company, all prices are quoted by the Company on an ex works basis and the Client shall be liable to pay the Company’s charges for transport, packaging and insurance.
[e] The price is exclusive of any applicable Value Added Tax (VAT) which the Client shall be additionally liable to pay to the Company.
[f] Unless otherwise expressly stated to be firm for a period the Company's charge in respect of the Services is subject to amendment to take account of variations in wages, materials or other costs since the date of the Contract. The Company accordingly reserves the right to adjust the sum payable by the Client for the Services by the amount of any increase in such costs after the sum due is quoted and the sum so adjusted shall be payable as if it were the fee stated as being payable in the Contract.
5. Additional Costs
The Client agrees to indemnify the Company on demand against any loss or extra cost incurred by the Company through the Client's instructions or lack of instructions or through any act or default on the part of the Client its servants or employees.
6. Intellectual Property
[a] The Client shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringements of patents, trademarks, registered designs, design right or copyright occasioned by the provision of the Services where such Services are provided to the specification or special requirements of the Client.
[b] All written information, electronic data, drawings, diagrams, videos, compact disks, digital versatile disks and audio tapes prepared by the Company in relation to the provision of the Services and the copyright therein shall remain the property of the Company and shall be returned by the Client on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of the Company.
[c] The Client shall ensure that its employees and all those under the Clients control and supervision shall comply with the obligations of confidentiality contained at clause 6[b]
7. Terms of Payment
[a] Unless otherwise agreed by the Company in writing payment for the Services shall be due as follows:
[b] Where the Service in question relates to the provision of services and or contractual support, payment shall be made either within 30 days of the date of invoice, or before the end of the contracted period for the service required whichever is sooner;
[c] Where the Service in question relates to the installation of equipment and or data/electrical cabling payment shall be made in full upon the provision of successful demonstration of the equipment and or data/electrical cabling, which shows that the equipment and or data/electrical cabling is functioning correctly, provided always that payment shall become due on demand in any event forthwith upon the occurrence of any of the events referred to in condition 7[j].
[d] Unless otherwise agreed by the company in writing payment for Goods shall be due within 30 days of the date of invoice, provided always that payment shall become due on demand in any event forthwith upon the occurrence of any of the events referred to in condition 7[j].
[e] The sums due to the Company under the Contract shall be due in full to the Company in accordance with the terms of the Contract and the Client shall not be entitled to exercise any set-off lien or any other similar right or claim.
[f] The time of payment shall be of the essence of the Contract.
[g] Without prejudice to any other rights it may have the Company is entitled to charge interest at annual 3% (three percent) above the Current Base Rate at Barclays Bank PLC per month on overdue payments such interest payments to run from the due date for payment until payment in full is received whether before or after judgement. Interest will be calculated on a daily basis until full payment including interest is received.
[h] If it appears to the Company that the Client may be unable to pay its debts, the Company shall (without prejudice to any other rights it may have) be entitled to demand adequate assurance of due performance by the Client prior to delivery either by payment in cash or by a bank guarantee notwithstanding any terms of payment previously agreed and in the event that the Client is unable to provide such assurance the Company shall be entitled to withdraw from any Contract without incurring any liability. In such circumstances, all outstanding debts owed to the Company by the Client shall become immediately due and payable regardless of the payment terms.
[i] All express deliveries are charged extra on all orders regardless of invoice value.
[j] If (a) the Client shall be in breach of any of its contractual obligations (b) fails to make any payment under any Contract when due; (c) any distress or execution is levied upon the Client’s property or assets; (d) the Client makes or offers any arrangement or composition with its creditors; (e) the Client is a body corporate and any resolution or petition to wind up the Client’s business (other than for the purpose of amalgamation or reconstruction) is passed or presented; (f) a receiver, Administrator, manager or analogous person is appointed in respect of the undertaking, property or assets of the Client or any part thereof; or (g) the Client is an individual, any grounds arise for the presentation of a petition for a bankruptcy order made under Part IX Chapter 1 Insolvency Act 1986 or any statutory re-enactment or modification thereof or on the presentation of such a petition, the Company may immediately and without notice, suspend or determine any Contract or any part thereof, stop any Goods in transit, in accordance with Clause 10[b.1] enter the Client’s premises to recover any Goods for which payment has not been made in full and be entitled to immediate payment on any issued invoice. The Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract between the Company and the Client or may (without prejudice) by notice in writing suspend the Services until any defaults by the Client be remedied.
8. Delivery of Goods
[a] All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be the essence of the Contract nor shall the Company be under any liability for any delay beyond the Company’s control. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Client.
[b] Claims for non-delivery, loss or damage to Goods must be made to the Company in writing within 3 (three) days of delivery.
[c] If the Client fails to give notice in accordance with condition 8[b] the goods shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Client, the Client shall be bound to accept and pay for the same accordingly.
[d] Unless otherwise stated prices are exclusive of carriage and insurance to the Clients premises.
[e] Where the Goods are to be delivered in instalments each delivery shall constitute a separate Contract and failure by the Company to deliver any one or more of the 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 repudiated or to cancel any other instalment.
[f] If the Client fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated in its
Purchase Order for delivery then, without prejudice to any other right or remedy available to the Company, the Company may:
Store the goods until actual delivery and charge the Client for the reasonable costs thereof, including, without limitation, insurance costs; or [ii] terminate the Contract forthwith and sell the Goods.
9. Return of Goods & Defective Goods
[a] The Company reserves the right at its sole discretion to decide whether any Goods are defective
[b] Defective Goods will be replaced or rectified by the Company, as originally ordered, or if rectification or replacement is not practicable, the Company will credit the value of the Goods at the invoice price.
[c] Claims under Sub-Clause [b] above must be made in writing to the Company within 7 days of the date of delivery and Goods must be returned in accordance with Clause 17 and the RMA Procedure operated by the Company from time to time.
[d] The Company shall not be liable for any loss, damage or expense whatsoever and howsoever arising from any defect save as detailed in Sub-Clause [b] hereof.
[e] Defects discovered in any delivery shall not entitle the Client to rescind the remainder of the Contract.
[f] All transport charges incurred in returning or replacing Goods are the responsibility of the Client.
[g] Goods supplied in accordance with the Contract cannot be returned without the Company’s prior written authorisation. Duly authorised returns shall be sent to the Company’s Premises at the expense of the Client.
[h] Where the Goods have been supplied in accordance with the Contract and the return of the Goods has been authorised in accordance condition 9[g] the Company reserves the right to levy a handling charge of 15% (fifteen percent) of the sales value of the Goods.
10. Passing of title to and risk in Goods
[a] From the time of delivery the Goods shall be at the risk of the Client who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments under the Contract have been made in full and unconditionally.
[b] Until title to the Goods has passed under condition 10[a] the following shall apply:
[b.1] The Client shall store all goods delivered by the Company for which payment has not been made, in such a way as to be clearly separate and identifiable from the Client’s other goods and products and the Client hereby grants to the Company, its servants or agents the right to enter on to the Client’s premises for the purposes of recovering Goods belonging to the Company.
[b.2] The Company shall have the power to re-sell the Goods such power being additional to (and not in substitution for) any other power of sale arising by operation of Law or implication of otherwise and for such purposes the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Client to remove the Goods;
[b.3] The Client shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and all other risks usually covered by insurance in the type of business for which the Goods have been supplied in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company’s interest.
[c] Notwithstanding the above, if the Client sells any Goods delivered in such a manner as to pass to a third party a valid title to the Goods, the Client shall hold the proceeds of such sale on trust for the Company providing that nothing herein shall constitute the Client the agent of the Company for the purposes of any such sub-sale. The Client shall not be permitted to sell such Goods after the appointment of a receiver to its property, or after it has been placed in liquidation or administration, or, not being a company, has committed an act of bankruptcy.
[d] Any Goods supplied to the Client which are subject to restrictions or provisions imposed by any manufacturer are supplied to the Client by the Company subject to any such restrictions or provisions.
11. Warranties and Liability
[a] All Goods are sold subject to the express warranty terms specified by the original manufacturer or supplier. The Company will pass to the Client to the extent that it is able to do so, the benefit of such guarantee or warranty relating to the Goods as it may receive from the manufacturer of the Goods. Any Software supplied to the Client pursuant to the Contract is supplied subject to the provisions of the licensor’s licensing terms from time to time and the Company accepts no liability with regard to such Software, save for those liabilities and warranties expressly stated herein.
[b] Save as expressly provided in these Conditions, the Company shall be under no liability to the Client under these Conditions, any Contract or otherwise for any loss or damage howsoever caused to the Client or any other person including, without limitation, any loss of profit, loss of earnings, damage to property, business interruption, damage to reputation or goodwill or any indirect, special or consequential loss or damage (save in respect of death or personal injury resulting from negligence) and any term, condition or representation to the contrary whether express or implied by statute, common law or otherwise is hereby expressly excluded as far as it is possible to exclude it, save for fraudulent misrepresentation to which this exclusion shall not apply.
[c] Where the Contract relates to the provision of Services the liability of the Company to the Client for any loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the price paid by the Client for the Services.
[d] Where the Contract relates to the supply of Goods the liability of the Company to the Client for any loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the price paid by the Client for the Goods.
[e] The Company can provide Services to help the Client to specify or choose computer or communications equipment, but the assessment and selection of the Client’s chosen equipment for the Client’s purposes must be the Clients ultimate responsibility. The Company undertakes only that in giving such advice/assistance it has acted in good faith and has not been wilfully misleading.
12. Force Majeure
The Company shall be entitled to delay or cancel if it is prevented from or hindered in or delayed in the provision of Services through any circumstances beyond its reasonable control including but not limited to strikes lock-outs accidents or warfare.
The Company may assign or sub-contract the whole or any part of the Contract to any person firm or company.
The Company reserves the right to substitute any or all clauses of these Conditions with a full contract drawn between the Client and the Company. Until such contract is in place the provisions of these Conditions shall apply.
15. Goods in Transit
The Company shall not be liable in respect of error in delivery, loss, damage or destruction to any Goods during transportation of the Goods to the Client’s premises unless notice thereof is advised to the Company by telephone immediately on receipt of the Goods and confirmed in writing within 48 hours. The Client shall at the same time notify the carrier in writing of any such error, loss or damage and shall in all cases, where possible, enter a note of the same upon the carrier’s bill of lading or other delivery receipt. If by reason of the failure of the Client to give any such notice as provided above the Company is unable to make recovery from the carriers in respect of the error, loss or damage complained of, then the Client shall be liable to pay for the Goods as though no such error, loss or damage occurred. No liability for shortages will be accepted by the Company unless such shortage is noted on the bill of lading or other delivery receipt.
16. Cancellation of Orders
Cancellation of an order, in whole or part cannot be accepted without the Company’s consent in writing. Company reserves the right to terminate this contract at any time under which condition a full refund made so far will be issued.
17. RMA Procedure
If Goods supplied by the Company prove to be defective within the warranty period an RMA number will be issued by the Company on notification of a fault and the Client shall return the Goods to the Company in accordance with the RMA Procedure operated from time to time. The Company will provide details of its RMA Procedure on request. No Goods may be returned except pursuant to the RMA Procedure. No Goods may be returned without an RMA number being shown in the packaging. Goods returned without a valid RMA number displayed will be refused or returned.
18. Variation to T&Cs : Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall not be applicable unless agreed in writing by the Company and noted in the invoice or on the special conditions section of the purchase agreement /invoice or other relevant documentation (including emails exchanges) between the Company and Client.