Business terms and conditions

1. CENTRAL DATA

shall hereafter be referred to as “the Company”.

2. GENERAL

All contracts for the supply of goods or installation services will be subject to the following conditions to the exclusion of any addition, modification or variation thereof save such addition, modification or variation as shall be agreed in wiring by the Company. Unless expressly accepted in wiring by the Company any qualifications of these terms and conditions of sale or any conditions which may be contained in any written or printed document including any order form of the Buyer shall be deemed to be excluded from any contract arising between the company and the Buyer.

3. BASIS OF QUOTATIONS

3.1 Quotations remain valid for acceptance until the expiration of 28 days from the date thereof.
3.2 No delay in receipt by the customer of any quotation given under clause 3.1 shall entitle the customer to extend the period of such quotation. The Company may in writing at any time of the quotation or at any time thereafter vary the time for acceptance and shall not be liable to the customer for any loss or damage of market or any additional costs and expenses that the customer may actually incur or be deemed to incur by reason of the Company varying the time for acceptance as aforesaid.
3.3 No quotation shall be binding on the Company unless made in writing.
3.4 Any telephonic order from the Buyer will be accepted only when confirm and on the understanding that goods will be charged at the prices prevailing on the date of despatch. The prices published in the Company’s catalogue or other sales literature to variation without notice.
3.5 Value Added Tax will be charged at the appropriate rate on the date of despatch for goods and on the date of invoice with regard to installation services.

4. PAYMENT

Unless otherwise agreed by the Company in writing all prices are quoted strictly net for delivery ex works and the Buyer shall pay the invoice to the Company in the currency invoiced by the Company to the Buyer not later than 28 days from the invoice date and for this purpose time shall be deemed to be of the essence of the contract. The Buyer shall not be entitled to with hold or set off payment for goods delivered for any reason whatsoever. The Company reserves the right to suspend or cancel the performance of any contract entered into with the Buyer when any account is overdue for settlement.

5. INTEREST

The Company reserve the right to charge interest at the rate of 2% per calendar month on all overdue account. From the date payment is due to the date of actual payment such interest change to b apportioned on a daily basis.

6. PRICES

The Company reserve the right to vary the quoted prices
a. to conform to the Company’s price for similar goods ruling at the date of despatch and in the case of goods delivered by instalments the Company may without notice to the Customer vary the quoted price in accordance with this clause at the time of despatch of each and every instalment of delivery of the goods.
b. to take account of changes in labour materials and other costs and expenses between quotation and delivery.
c. if any alteration is made in any specification upon which the quotation was based.
d. if any variation is made by the Company at the request of the Customer in the mode place and time of delivery of the goods and in the case of delivery of goods by instalment if any variation is made in the quantity of each instalment and time of delivery.
e. the Company will not insure the goods in transit unless requested to do so by the Customer and agreed to by the Company in writing.

7. ORDERS

Written confirmation of telephone orders must be clearly marked as such, otherwise the Company cannot be held responsible for duplication of an order. The right is reserved to refuse acceptance of an order at any time. No order may be cancelled without the Company’s previous agreement and its subsequent receipt of written confirmation of such cancellation.

8. INSTALLATION SERVICES

8.1 Unless specified the price quotes does not include for installation or commissioning.
8.2 Where the quotation or tender specifies installation services the Buyer will provide:-
8.2.1 Suitable premises foundations and building work as required.
8.2.2 Free access to site to the Company’s engineers.
8.2.3 Mains electricity supply to the site.
8.2.4 Suitable connect points on any computer hardware equipment to which electricity supply is to be connected.
8.2.5 Suitable computer hardware and software equipment to receive electricity supply in accordance with the specification .
8.2.6 These are non-exhaustive illustrations of what is necessary for the Buyer to provide and depending on the circumstances of the specification the Company may require the Buyer to provide other facilities which will be notified to him in the quotation.
8.3 Every care will be taken during installation but no responsibility will be accepted for any accidental damage which may occur during progress of the work to the Buyers property or that of third parties or for any other damages or loss (including consequential loss) arising directly or indirectly from such installation.
8.4 Unless otherwise stated the Company does not accept responsibility for the performance of equipment if used with materials not supplied or specified by the Company.
8.5 The Company neither advises nor accepts responsibility as to the suitability of any premises for the installation work, nor as to the suitability of any equipment to which any electrical wiring installed by the Company is to be connected.

9. DESCRIPTION AND DESIGNS

9.1 Unless otherwise expressly agreed in wiring by the Company all descriptions illustrations and performance details contained in its catalogues and advertisements and all other statements made by the Company with regard to products materials and equipment are intended for information only and shall not form part of any quotation order or contract.

9.2 The Buyer shall be wholly responsible (in respect of copyright trade marks designs all common law and statutory rights and otherwise howsoever) for any work or work which he instructs the Company to perform and for any design sketch drawing painting construction work or thing he supplies and/or instructs the Company to supply or execute and for all claims by third parties arising therefrom and the Buyer shall keep the Company indemnified against all proceeds claims cost expenses and liability whatsoever in respect thereof.

10. CUSTOMER’S INSOLVENCY

If the Customer commits an act of bankruptcy or becomes insolvent or makes any composition or arrangements with creditor, or being a Company is placed in liquidation or suffers a receiver and/or manager to be appointed the Company may without liability or notice and without prejudice to any other rights determine all or any contract with Customer and the Customer will bear all and any loss or damage incurred by the Company resulting from resale or scrapping of the goods comprising in such contract determined as aforesaid.

11. APPLICABLE LAW

The terms of any contract to which these conditions relate shall in all respects be construed and operate in conformity with the law of England and Wales and the English Courts shall have exclusive jurisdiction to determine all questions or matters relating hereto or arising thereout.

12. QUANTITIES AND WEIGHTS

Quantities and/or weights of all consignments of the goods whether delivered by instalment or otherwise as ascertained by the Company and notified to the Customer in writing shall be conclusive evidence of such quantities as between the Company and the Customer and any person firm or Company rightfully claiming by through in or under trust for them unless irregularity in the number thereof is communicated in writing to the Company within 7 days of the delivery of the goods or notification that the goods are available “Ex Works” and subject always to correction or arithmetical error.

13. TITLE – RETENTION OF TITLE

a. the risk in the goods supplied by the Company to the Buyer shall pass to the Buyer on delivery.
b. all goods supplied by the Company to the Buyer shall be stored by the Buyer separate from the Buyer’s own goods in such manner as the Company may from time to time direct for the purpose of enabling the Company to identify the goods the title to which has been retained under the within written conditions of sale.
c. if any goods are incorporated or used as material for other goods (the new goods) the property in the goods and the new goods shall belong to and remain with the Company until payment in full of all sums due from the Buyer to the Company, and the Company’s rights in the goods hereunder shall extend to the new goods.
d. the ownership of property in the goods and the new goods shall remain the Company which reserves the right to dispose of the same until payment in full of all sums due from the Buyer to the Company on any account whatsoever until such time as the Buyer sells the goods for the new goods to is Customer by way of a bona fide sale at full market value on the basis that the proceeds of such sale shall be deemed to have been received by the Buyer on the Company’s behalf as its agent. The proceeds of such sales shall be paid by the Buyer into a separate bank account details of which shall be furnished by the Buyer to the Company upon request.
e. the Buyer’s power of sale in respect of the goods and the new goods shall automatically cease and all sums payable in respect of goods supplied by the Company to the seller will become immediately payable if the Buyer is in default for a period exceeding seven days in payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied to the Buyer) or if a receiver is appointed over any of the assets of the Buyer or the undertaking of the Buyer, or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation (otherwise then for the purpose of a reconstruction or amalgamation) or calls a meeting or makes any arrangement or composition with its creditors (or being an individual or a partnership commits any act or bankruptcy) or allows distress to be levied against any of its or his goods.
f. upon determination of the Buyer’s power of sale hereunder the Buyer shall deliver up the goods and the new goods to the company and its servants and/or agents shall be entitled using such force as is reasonably necessary to enter upon any premises of the Buyer for the purpose of removing such goods and the new goods from such premises.
g. until the Company is paid full as aforesaid the relationship of the Buyer to the Company shall be fiduciary in respect of the goods and the new goods an if the same were sold by the Buyer the Company shall have the right to trace part of the contract.

14. DELIVERY

If the Company agrees to delivery of a C.I.F.F.O.B. or in some manner other than Ex Works basis then the Company shall if requested by the Customer make such shipping arrangements for the Customer who shall reimburse the Company for all expenses incurred by the Company on the Customer’s behalf and all risks in goods shall pass to the Customer when they are loaded onto transport ex the Company’s works (or if loaded on transport belonging to the Company as soon as the goods pass into the custody of a person other than the Company) The Company accepts no liability whatsoever in respect of any mistakes or errors in the shipping arrangements made by it on behalf of the Customer, but will endeavour to assist the Customer in making claims against those persons (if any) through whom the Company may have made such arrangements and the  Customer, shall pay the Company all costs expenses and charges incurred by the Company by virtue of the Company assisting the Customer in make such claim as aforesaid.

15. FORCE MAJEURE

If at any time the Company shall be hindered or prevented from making or delivering goods by reason or strikes or other labour disputes fire war accidents Governmental action or any other cause beyond the Company’s control the Company’s obligation shall be suspended until such cause shall have ceased to operate and have effect and the Company may at any time during the continuance or such hindrance or prevention by notice to the Customer determine this contract so far as it remains unperformed without incurring and liability for damages to the Customer or any Customer of theirs by reason of such determination.