1.1. ‘buyer’ means the person who buys or agrees to buy the goods from the seller.
1.2. ‘conditions’ means the terms and conditions of sale set out in this document which forms the contract 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 goods are to be delivered.
1.4 ‘force majeure event’ means any circumstance not in the seller’s reasonable control including, without limitation: acts of god; flood; drought; earthquake or other natural disaster; epidemic or pandemic or other contagious or communicable disease including, but not limited to, severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) which causes COVID-19, and in each case, any effects arising from or in connection with the same including, but not limited to, any actions, recommendations, announcements, lockdowns or restrictions, related to its subject matter (whether made by a government body, authority, public health organization or other similar official body) which affects the seller’s performance of its obligations under these conditions or the contract; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition or failing to grant a necessary licence or consent; collapse of of buildings, fire, explosion or accident; industrial disputes relating to the seller, the seller’s personnel or any other failure in the seller’s supply chain; failure of third party suppliers including, but not limited to: strikes, lockouts or other industrial actions or trade disputes; bankruptcy of third party suppliers; or closure of manufacturing premises or other factory or warehouse used by third party suppliers due to acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority.
1.4. ‘goods’ means the articles which the buyer agrees to buy from the seller.
1.5. ‘price’ means the price for the goods excluding carriage, packing, insurance and VAT.
1.6. ‘seller’ means Komputer Solutions Ltd , 51 Northwood Street , Birmingham , B3 1TX, UK2. CONDITIONS APPLICABLE
2.1. These conditions shall apply to all contracts for the sale of goods by the seller to the buyer to the exclusion of all other terms and conditions including any terms and conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2. All orders for goods shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions until accepted by the seller.
2.3. Acceptance of an order for goods by the seller or the actual delivery of the goods to the buyer (whichever is sooner) shall form a contract and shall be deemed conclusive evidence of the buyer’s acceptance of these conditions.
2.4. Any variation of these conditions (including any special terms and conditions agreed between the two parties) shall be inapplicable unless agreed in writing by the seller.
2.5 No cancellations of orders shall be permitted unless agreed in advance by a director of the seller in good time prior to any order being performed.3. THE PRICE AND PAYMENT
3.1. The price shall be the seller’s quoted price. The price is inclusive of VAT which shall be due at the rate ruling on the date of the seller’s invoice. This applies for all UK Orders. For Non UK Orders , prices are exclusive of VAT.
3.2 Any price quoted or provided by the seller to the buyer is based on its current price as at the date the quotation is made or provided to the buyer, but the actual price payable for the goods shall be based on the actual current price of the seller as at the time of acceptance of an order as indicated to the buyer.
3.3 The Seller may, by giving notice to the buyer at any time up to five (5) business days before delivery or collection, increase the price of the goods to reflect any increase in the cost of the goods that is due to:
3.3.1 any factor beyond the seller’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
3.3.2 any request by the buyer to change the delivery or collection date(s), quantities or types of goods ordered; or
3.3.3 any delay caused by any instructions of the buyer or failure of the buyer to give the seller adequate or accurate information or instructions.
4. DELIVERY OF THE GOODS
4.1. Delivery of the goods shall be made to buyer’s address. The buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery.
4.2. The goods shall be deemed delivered at the time the delivery is tendered.
4.3 The seller shall use its reasonable endeavors to meet any delivery dates specified in the order, but any such dates shall be estimates only and time shall not be of the essence for the delivery of the goods.
4.4 At all times, the seller shall not be liable for any delay in delivery of the goods that is caused by the following:
4.4.1 a failure of a third party supplier;
4.4.2 a force majeure event; or
4.4.3 the buyer’s failure to provide the seller with adequate delivery instructions or any other instructions that are relevant to the supply of the goods.
4.5 If the seller fails to deliver the goods, its liability shall be limited to a refund of the purchase price of the goods.
4.6 If the buyer fails to take delivery of the goods then, except where such failure or delay is caused by the seller’s deliberate failure to comply with its obligations under the contract:
4.6.1 delivery of the goods shall be deemed to have been completed on the date of the first attempted delivery by the seller in accordance with clause 4.2 and;
4.6.2 the seller shall store the goods until delivery takes place and charge the buyer for all related costs and expenses (including insurance).
4.7 If ten (10) business days after the day on which the seller notified the buyer that the goods were ready for delivery the buyer has not taken delivery of them, the seller may resell or otherwise dispose of part or all of the goods.
4.8 If the seller is unable to effect delivery due to any fault of the buyer, the buyer may incur additional delivery charges.
4.9 The seller may deliver the goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the buyer to cancel any other instalment.
5. RETURNED GOODS
5.1 Goods must be returned within 7 working days of delivery, using original packaging and must be in mint condition, ready for resale.6. ACCEPTANCE OF THE GOODS
6.1. The buyer shall be deemed to have accepted the goods twenty-four hours after delivery to the buyer and shall not be entitled to reject such goods thereafter.
7. CONDITIONS, WARRANTIES AND INDEMNITIES
7.1. All terms, conditions and warranties relating to the quality and/or fitness for purpose of the goods or any of the goods are excluded unless expressly agreed in writing by the seller.
7.2 The buyer shall indemnify the seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by the seller arising out of or in connection with the buyer’s negligence or breach of an order, these conditions and/or the contract.8. RISK
8.1. Risk shall pass on delivery of the goods.
8.2. In spite of delivery having been made, property in the goods shall not pass from the seller until:
8.2.1 The buyer shall have paid the invoice in full including VAT;
8.2.2 No other sums whatever shall be due from the buyer to the seller.
8.3. Until property in the goods passes to the buyer in accordance with clause 8.2 the buyer shall hold the goods and each of them on the seller’s account on a fiduciary basis as bailee for the seller. The buyer shall store the goods (at no cost to the seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the seller’s property.
8.4. Until such time as property in the goods passes from the seller, the buyer shall upon request deliver up any goods of the buyer delivered under this contract or any other contract
made between the buyer and the seller. If the buyer fails to do so the seller may enter on any premises owned, occupied or controlled by the buyer where the goods are situated and repossess the goods.
9. REMEDIES OF THE BUYER
9.1. Where the buyer rejects any goods then the buyer shall have no further rights whatever in respect of the supply to the buyer of such goods or the failure by the seller to supply goods which conform to the contract of sale. Any return of goods shall be subject to the following conditions:
9.1.1 the goods are in brand new and unused condition;
9.1.2 the packaging of the goods remains intact and unbroken and in reasonable condition;
9.1.3 the goods are returned at the sole cost of the buyer; and
9.1.4 the returned goods are received within fourteen (14) days from the date that a director of the seller agreed to accept the returned goods.
9.2 where goods are cancelled or returned pursuant to this clause 9, the seller reserves the right to charge a reasonable administration cost.
9.2. Where the buyer accepts or has been deemed to accept any goods then the seller shall have no liability whatever to the buyer in respect of those goods.
9.3. The seller shall not be liable to the buyer for late delivery or short delivery of the goods.
11. LIMITATION OF LIABILITY
11.1 Nothing in these conditions excludes or limits the liability of the seller for:
11.1.1 death or personal injury caused by the seller’s negligence or the negligence of its employees;
11.1.2 fraud or fraudulent misrepresentation; and
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.
11.2 Subject to clause 11.1, the seller’s total liability in respect of all claims arising out in connection with these conditions and the contract (whether in negligence, contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these conditions) will be limited to the higher of:
11.2.1 the cost of the goods; or
11.2.2 the costs and expenses incurred in obtaining replacement goods of similar description and quality to the goods in the cheapest market available, less the price of the goods.
11.3 Subject to clause 11.1, the seller shall not be liable to the buyer whether in contract, tort (including negligence, breach of statutory duty or otherwise) for any indirect or consequential loss or damage (whether for loss of profit, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in
connection with these conditions or the contract.
11.4 The provisions of this clause 11 shall survive the termination of these conditions and/or the contract.12. FORCE MAJEURE
12.1 Provided it has complied with clause 12.2 if (and to the extent that) the seller is prevented, hindered or delayed in or from performing all or a substantial part of its obligations under the contract by a force majeure event, the seller will not be in breach of the contract or otherwise liable for any failure or delay in the performance of such obligations. The time for performance of its obligations will be deemed extended accordingly.
12.2 As soon as reasonably practicable after the start of the force majeure event, the seller shall notify the buyer of the force majeure event, the estimated date on which it started and the likely effect of the force majeure event on its ability to perform any of its obligations under the contract.
12.3 As soon as practicable following the seller’s notification in clause 12.2, the parties shall consult with each other in good faith and use all reasonable endeavors to agree appropriate terms to mitigate the effects of the force majeure event and to facilitate the continued performance of the contract.
12.4 The seller shall notify the buyer as soon as practicable after the force majeure event no longer causes it to be unable to comply with its obligations under the contract. Following such notification, the contract shall continue to be performed on the terms existing immediately prior to the occurrence of the force majeure event, unless agreed otherwise in writing by the parties.
12.3 The buyer cannot cancel any contract with the seller whilst the seller is in bona fide discussions with the buyer due to a force majeure event and this clause 12 does not excuse the buyer from paying all sums due under the contract.
12.5 If a force majeure event prevents the seller’s performance of its obligations for a continuous period of more than 16 weeks, the buyer may terminate the contract by giving 30 days’ written notice to the seller.13. PROPER LAW OF CONTRACT
13.1. This contract is subject to the law of England and Wales.
13.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these conditions or the contract or its subject matter or formation (including non-contractual disputes or claims).