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GENERAL TERMS & CONDITIONS OF SALE

Article 1 – Definitions

In this contract each of the following terms has the meaning given below:

Buyer: shall mean the Customer as stipulated in the Special Conditions;

Incoterm FCA Seller’s Premises: shall mean the international trade term (“Free Carrier”) developed by the International Chamber of Commerce in Paris which defines transactions by sea, road or air in which the seller loads the goods onto a vehicle provided by the buyer. The buyer chooses the mode of transport, concludes the contract with the carrier and pays for carriage. Expenses and risks are transferred when the carrier takes custody of the goods.

Equipment: shall mean the IT, office automation and telecommunication products, including the related software.

Seller: refers to ECS UNITED KINGDOM plc.

Article 2 - Aim

2.1 The aim of these General Conditions is to define the terms and conditions under which the Seller sells second-hand Equipment (described in the Special Conditions) to the Buyer.

2.2 The General Conditions are accompanied by Special Conditions describing the Equipment and including details of prices and payment conditions.

2.3 The Seller reserves the right to adapt or amend at any time these General Conditions. In the event of any such amendment, each order received by the Seller for the sale of the Equipment shall be governed by the General Conditions in force on the that the order is placed by the Buyer.

2.4 Only the General Conditions and Special Conditions which together constitute this contract (hereunder called “the Contract”) are valid. The Contract cancels and replaces all prior verbal and written agreements, concerning the subject matter of this contract. In the event that there is a conflict between the General Conditions and the Special Conditions, the Special Conditions shall take precedence.

Article 3 - Delivery terms

The price stipulated in the Special Conditions includes delivery of the Equipment in the United Kingdom (which for the purposes of this Contract shall exclude Northern Ireland). For deliveries outside the United Kingdom, delivery shall take place in accordance with Incoterm “FCA Seller’s Premises”.

Article 4 - Title and risk

4.1 The Equipment shall remain the property of the Seller until the price stipulated in the Special Conditions has been paid in full.

4.2 Risk of destruction or damage caused to the Equipment shall pass from the Seller to the Buyer once the Equipment has been delivered to the site stipulated in the Special Conditions.

4.3 For deliveries outside the United Kingdom, risk shall pass in accordance with Incoterm “FCA Seller’s Premises”, or when the carrier takes custody of the Equipment.

Article 5 – Warranties and Indemnities

5.1 The Seller warrants that it has or will have on the date of payment title to the Equipment but otherwise makes and gives no representations, warranties or conditions either express, implied, collateral, statutory or otherwise, with regard to the Equipment or the supply thereof and all implied representations, conditions and warranties are expressly excluded.

5.2 The Seller in all circumstances shall use its reasonable endeavours to assign to the Buyer the benefit of any guarantee or warranty which may expressly or by implication have been given to the Seller by the manufacturer to the extent that they are capable of assignment provided that any expense reasonably incurred by the Seller in extending such benefit shall be repaid to the Seller by the Purchaser on demand.

5.3 The Purchaser shall indemnify the Seller for any loss to or claim against the Seller in respect of the Equipment and relating to the use, ownership or possession of the Equipment by the Purchaser or any third party upon the passing of risk of the Equipment to the Purchaser in accordance with article 4 above.

Article 6 - Payment

6.1 The sale shall be concluded once the Buyer pays the full amount together with any applicable VAT stipulated in the Special Conditions upon receipt of the invoice. Payment shall be made in the currency stipulated in the Special Conditions.

6.2 Any sum not paid by the Buyer on the due date in accordance with this Contract shall bear interest at the rate of 2% per month from the time upon which sum falls due to be paid until the date of payment (after as well as before any judgement).

6.3 If payment of the sums referred to in the Special Conditions and any applicable tax is not made on the date provided for in Special Conditions, the Seller may terminate its obligation to sell the Equipment to the Buyer and require the Equipment to be returned to it at the cost of the Buyer or enter upon the premises of the Buyer and re-take possession of the Equipment.

Article 7 – Supply of the Equipment

7.1 The Equipment shall be supplied to the Buyer at the site stipulated in the Special Conditions.

7.2 Upon delivery, it is the Buyer’s responsibility to verify if the Equipment has been damaged in transit, and, in the event of any such damage, to make a claim to the carrier, confirm the said claim within the legal time limit and immediately notify the Seller by registered letter. Moreover, the Buyer undertakes to supply to the Seller, upon demand, with a copy of each delivery note.Returns shall only be accepted if the equipment is in its original packaging and condition.

7.3. The delivery date, which must be during the period stipulated in the Special Conditions, shall be agreed jointly by the Buyer and the Seller one month before the said delivery date.

Article 8 - Liability

8.1 The Seller shall not be liable for any failure or default in the performance of its obligations under this Contract if it shall prove that:

  • (i) such default has arisen without any fault or negligence on its part; or
  • (ii) such default has arisen from any of the following causes:
  • (A)any circumstance whatsoever which is beyond its control (provided, however, that the lack or unavailability of funds required for performance of any obligation shall not constitute such a circumstance); or
  • (B) compliance with any law, order, demand or request of any government or any international, national or local authority having jurisdiction over it; or
  • (C) any strike, lock-out or labour dispute.

8.2. The Seller shall not be held liable for any incidental, indirect, special or consequential damages, including but not limited to loss of use, loss of business, revenues, profits, savings, turnover, or any loss or expenses which may arise under or in relation to this Contract.

8.3 The Buyer freely and independently chooses the Equipment. The Seller shall not have any liability in respect of a total or partial inability on the part of the Buyer to use the Equipment, notably for reasons of incompatibility. The Buyer shall not be entitled to any compensation or refund, nor shall the Seller’s liability be called into question.

8.4 The ECS Group website features hypertext links to other websites. In no event shall the Seller be liable for any illegal content of these websites.

Article 9 – GENERAL

9.1. This Contract shall be governed by and construed in accordance with laws of England and the parties hereto submit to the non-exclusive jurisdiction of the English courts.

9.2. The terms and conditions of this Contract shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the Buyer.

9.3 This Contract shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived in whole or in part except by the written agreement of the parties hereto.

9.4 This Contract represents the whole agreement between the parties relating to the sale and purchase of the Equipment and shall not be varied by or construed by reference to any understandings, agreements or representations, express or implied, which are not contained in this Contract except by the written agreement of the parties hereto and except in respect of any fraudulent misrepresentation by either party.

9.5 In the event of any terms of this Contract being deemed or held to be void or unenforceable the other terms of the Contract shall remain in full force and effect.

9.6 No action, regardless of form arising out of or pursuant to this Contract may be brought by the Buyer more than 6 months after the date hereof.

9.7 This Contract may not be assigned by either party without the prior consent in writing of the other.

9.8 No term of this Contract may be enforced by a person who is not party to it under the Contracts (Rights of Third Parties) Act 1999.

9.9 Any notices given pursuant to this Contract shall be deemed not to have been properly given unless sent in writing, either by hand, by first class prepaid post or by facsimile, to the other party hereto at the address stated in the Special Conditions or such other address as may from time to time be supplied in writing by that party to the other party giving the notice. Any notice sent by facsimile shall not be properly given unless confirmed in writing by first class prepaid post despatched within 24 hours of such facsimile. Any notice sent as aforesaid by hand shall be deemed to be received when delivered. Any such notice sent as aforesaid by first class prepaid post shall be deemed to be received by the addressee 48 hours after the same has been posted and any notice sent as aforesaid by facsimile shall be deemed to be received on the date the facsimile is despatched..

 

 

GENERAL TERMS & CONDITIONS OF PURCHASE

Article 1 - Aim

1.1 The aim of these General Conditions is to define the terms and conditions under which the Buyer purchases second-hand Products (hereafter referred to as “Equipment” and described in the Special Conditions) from the Seller.

a) The terms “Buyer” and “Seller” are defined in the Special Conditions.

b) The term “Equipment” refers to IT, office automation and telecommunication products, including the related software;

1.2 The General Conditions are accompanied by Special Conditions describing the Equipment and including details of prices and payment conditions.

1.3 The Buyer reserves the right to adapt or amend at any time these General Purchasing Conditions. In the event of any such amendment, each order shall be governed by the General Sales Conditions in force on the day of the order.

1.4 Only the General Conditions and Special Conditions which together constitute this contract (hereunder called “the Contract”) are valid. The Contract cancels and replaces all prior verbal and written agreements, concerning the subject matter of this contract. In the event that there is a conflict between the General Conditions and the Special Conditions, the Special Conditions shall take precedence.

Article 2 - Delivery terms

The Seller undertakes to grant any person authorised by the Buyer free access to the Equipment purchased, during business hours, for the purpose of carrying out prior operational tests on the Equipment and planning the delivery arrangements.

Article 3 - Warranties

3.1. The Seller warrants:

  • good title to the Equipment free and clear from all liens and encumbrances shall pass to the Buyer on payment of the Price;
  • the Equipment corresponds with the description in the Special Conditions, is in good condition and working order and is fit for its purpose or the particular purpose for which the Buyer requires it;
  • that it has all the requisite intellectual property rights to perform the Contract and undertakes to indemnify the Buyer from the consequences of any infringement of intellectual property rights brought about by a third party;
  • that the Equipment has been covered, throughout its use, by a standard, continuous, regular maintenance contract by the manufacturer and has undergone all the technical upgrades recommended by the manufacturer;
  • that the maintenance and technical upgrades shall be carried out at the Seller’s expense until the Buyer collects the Equipment.

3.2 The Seller confirms that the warranties set out in article 3.1 shall be in addition to all implied conditions and warranties including those warranties and conditions implied under the Sale of Goods Act 1979 (as amended or re-enacted from time to time) which are hereby incorporated into this Contract.

3.3 The Seller certifies that the Equipment shall be delivered along with the shipping list (all the cables, tools, diagnostics, connectors and terminators) required for reinstalling and restarting it, and that all the technical instructions, diagrams and tables, documentation, standard software, additional equipment and accessories supplied by the manufacturer, shall be included with the Equipment.

Article 4 - Title and risk

Title to the Equipment shall remain with the Seller until payment of the price stipulated in the Special Conditions is made by the Buyer, whereupon title to the Equipment shall pass to the Buyer. Risk of loss or destruction of or damage to the Equipment shall remain with the Seller. Until title has passed in accordance with this article, the Seller will hold the Equipment as bailee for the Purchaser.

Article 5 - Quiet Enjoyment of the Equipment

Until such time as the Equipment is removed and unless a leasing price has been stipulated in the Special Conditions, the Seller may peaceably hold and enjoy the Equipment, provided the conditions stipulated by the manufacturer are fulfilled. This includes the right to lease the Equipment to a third party, notwithstanding any objection from the Buyer.

Article 6 - Payment

6.1 The sale shall be concluded once the Buyer pays the full amount together with any applicable VAT stipulated in the Special Conditions upon receipt of the invoice. Payment shall be made in the currency stipulated in the Special Conditions.

6.2. The Price may be reduced by common consent of the Parties if the prior operational tests conducted by the Buyer reveal any malfunction in the Equipment.

6.3 The price mentioned in the Special Conditions, revised, if necessary, according to the terms of article 6.2 above, is payable by the Buyer between the delivery of the Equipment and 45 days after receipt of the invoice.

Article 7 - Supply of the Equipment

7.1 The Equipment and accessories, as stipulated in paragraph 3.2, must be supplied to the Buyer at the place stipulated in the Special Conditions.

7.2 The Buyer may collect the Equipment as from the date indicated in the Special Conditions; this date cannot by later than 30 days after the Contract is signed.

7.3 The Buyer shall give the Seller at least seven (7) days’ notice prior to collecting the Equipment.

7.4 The Seller shall bear the cost of collecting the Equipment, disconnected, from the ground floor of the location stipulated. Carriage shall be arranged by the Buyer and at the Seller’s expense. The carriage costs justified by the Buyer to the Seller shall be deducted from the invoice by the Seller.

Article 8 - Cancellation of the sale

8.1 After the Contract has been signed, the Buyer is entitled to cancel the sale without issuing any formal notice in the event of a breach on the part of the Seller of any of the general or special obligations pursuant to this Contract.

8.2 In this case, any amount paid by the Buyer to the Seller must be immediately reimbursed, without forfeiting the Buyer’s right to claim any damages. In the event of any delay in reimbursing this amount, the Buyer reserves the right to claim interest at a rate of 2% per month, plus VAT.

Article 9 - General

9.1 The parties agree and acknowledge that : (i) the Contracts (Rights of Third Parties) Act 1999 shall apply to this Contract; and (ii) any subsequent purchaser of the Equipment from the Buyer or an assignee of the Buyer may in its own right enforce any term of this Contract.

9.2 This Contract shall be governed by and construed in accordance with the laws of England and the parties hereto submit to the non exclusive jurisdiction of the English courts.

9.3 This Contract shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived in whole or in part except by the written agreement of the parties hereto.

9.4 This Contract represents the whole agreement between the parties relating to the sale and purchase of the Equipment and shall not be varied by or construed by reference to any understandings, agreements or representations, express or implied, which are not contained in this Contract except by the written agreement of the parties hereto and except in respect of any fraudulent misrepresentation by either party.

9.5 In the event of any term of this Contract being deemed or held to be void or unenforceable the other terms of the Contract shall remain in full force and effect.

9.6 This Contract may not be assigned by the Seller without prior consent in writing of the Buyer.

9.7 The Buyer may assign all rights and benefits arising under this Contract to a third party.

9.8 Any notice given pursuant to this Contract shall be sent by first class pre paid post to the other party hereto at its address stated in the Special Conditions or such other address as may from time to time be supplied in writing by that party to the party giving the notice. Any such notice sent as aforesaid shall be deemed to be received by the addressee 48 hours after the same has been posted.