Terms & Conditions
Standard Terms and Conditions incorporating the Chartered Institute of Purchasing & Supply Shortened Form of Model Form of Conditions of Contract for the Servicing (Maintenance) of Computer Equipment.
1.1 ‘Contract' shall mean the agreement between the Customer and the Contractor including therein all documents to which reference may properly be made in order to ascertain the rights and obligations of the parties.
1.2 'Contractor' shall mean the person, firm or company named as such in the Contract as responsible for carrying out the Service and shall include the Contractor's legal personal representatives, successors and permitted assigns.
1.3 'Customer' shall mean the person, firm or company named as such in the Contract for whom the Service is to be carried out and shall include the Customer's legal personal representatives, successors and permitted assigns.
1.4 ‘Equipment' shall mean all those items specified in the contract as subject to the Service.
1.5 ‘Premises' shall mean the place or places where the Service is to be provided, as described in the Contract.
1.6 'Service' shall mean preventive and/or corrective maintenance and all other work to be carried out by the Contractor in accordance with the provisions of the Contract.
1.7 'Service Charge' shall mean the charge specified in the Contract together with any additions thereto or deductions there from agreed in writing under the Contract.
2 ORDER ACCEPTANCE
2.1 All orders placed with CHS Networks Limited by the customer for Products and Services shall constitute an offer to CHS Networks Limited, under these terms and conditions, subject to availability of the products and services and to the acceptance of the order by CHS Networks Limited’s authorised representative.
2.2 All orders are accepted and Products and Services supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing on or after the date hereof by CHS Networks Limited’s authorised representative.
2.3 It is agreed that these terms and conditions prevail over the Customer’s terms and conditions of purchase unless these latter terms and conditions are amended by CHS Networks Limited in writing and signed by CHS Networks Limited.
3 INDEPENDENT CONTRACTOR
The relationship between the Supplier and Customer is that of independent contractor. Neither party is the agent of the other and neither party has any authority to make any contract or make any obligation expressly or implied in the name of the other party, without that party’s prior written con sent for express purposes connected with the performance of this agreement.
4.1 Any time quoted for despatch is to be treated as an estimate only, but despatch may be postponed because of conditions beyond CHS Networks Limited’s reasonable control, and in no event shall CHS Networks Limited be liable for any damages or penalty for delay in despatch or delivery.
4.2 Risk shall pass to the customer at the time the Products are despatched by or on behalf of CHS Networks Limited. CHS Networks Limited accepts no liability for loss or damage caused by the carrier.
4.3 If Products have not been received, the Customer must notify CHS Networks Limited within 7 days of the date of invoice. If proof of delivery is required, this must be requested within 14 days of the invoice.
5 CANCELLATION AND RESCHEDULING
Subject to clause 7.2, any request by the Customer for cancellation of any order or for rescheduling of deliveries will only be considered by CHS Networks Limited if made at least 12 hours before despatch of the Products, and shall be subject to acceptance by CHS Networks Limited at CHS Networks Limited’s sole discretion, and subject to a reasonable administration charge therefore by CHS Networks Limited. The Customer hereby agrees to indemnity CHS Networks Limited against all loss, costs (including cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
6.1 Catalogue, price lists and other advertising literature or materials as used by CHS Networks Limited are intended only as an indication as to price and range of goods offered and no prices, descriptions or other particulars contained therein shall be binding on CHS Networks Limited.
6.2 All prices are given by CHS Networks Limited at the time of the order on an ex-words basis and the Customer is liable to pay for transport, packing and insurance.
6.3 All quoted or listed prices are based on the cost to CHS Networks Limited of supplying the Products to the Customer. If before delivery of the Products there occurs any increase in any way of such costs in respect of Products which have not yet been delivered, the price payable may be subject to amendment without notice at CHS Networks Limited’s discretion.
6.4 All prices are exclusive of Value Added Tax and any similar taxes. All such taxes are payable by the Customer and will be applied in accordance with UK legislation in force at the tax point date.
7 SPECIFICATION OF PRODUCTS
7.1 CHS Networks Limited will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer’s specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. CHS Networks Limited will use reasonable endeavour to advise the Customer of any such impending variation as soon as it received any notice thereof from the manufacturer.
7.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer’s standard specification as these may be improved, substituted or modified. CHS Networks Limited reserves the right to increase its quoted or listed price or to charge accordingly in respect of any orders accepted for Products of non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of the Products.
8 PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
8.1 The customer hereby acknowledges that any propriety rights in any Third Party Software supplied hereunder including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner.
8.2 The Customer hereby acknowledges that it is its sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by CHS Networks Limited (Including if so required the execution and return of a Third Party Software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the Customer being refused a software licence or having the same revoked by the proprietary owner. The Customer further agrees to indemnify CHS Networks Limited in respect of any costs, charges or expenses incurred by CHS Networks Limited from the Third Party Software owner as a result of any breach by the Customer of such conditions.
8.3 NO TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENSED TO THE CUSTOMER UNDER THIS AGREEMENT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCE
9.1 CHS Networks Limited reserves the right to levy a administration charge in respect of the rotation of Products and returns.
9.2 Returns must be made subject to the following:
a) prior authority having been obtained from CHS Networks Limited which will be given at CHS Networks Limited’s sole discretion.
b) within 30 days of the date of the invoice.
c) subject to stock rotation policy.
d) the Products must be properly packed.
e) the Products must be in a saleable condition.
f) the Products must be accompanied by a detailed packing list.
g) the Product is covered by warranty (see section 10).
9.3 CHS Networks Limited reserves the right to reject any Products returned which do not comply with the conditions set out in clause 9.2.
9.4 If CHS Networks Limited nevertheless agrees to accept any Products returned in a non-saleable condition, CHS Networks Limited reserves the right to charge the cost to the Customer of bringing the Products to a saleable condition.
10.1 CHS Networks Limited warrant that it has good title to or licence to supply all Products to the Customer.
10.2 If any part of the hardware Products should prove defective in materials or workmanship under normal operations or service, such Products will be repaired or replaced only in accordance with any warranty cover and terms provided by the manufacturer of the Products PROVIDED THAT no unauthorised modifications to the Product or to the system or which the Product forms part have taken place. CHS Networks Limited is not responsible for the cost of labour or other expenses incurred in repairing or replacing defective or non-conforming parts.
10.3 If the Products are rejected by the Customer as not being in accordance with the Customer’s order pursuant to clause 11.2 CHS Networks Limited will only accept the return of such Products provided that it received written notification thereof giving detailed reasons for rejection. CHS Networks Limited will not consider any claim for compensation, indemnity or refund until liability, if any, has been established or agreed with the manufacturer and where applicable the insurance company. Under no circumstances shall the invoked invoiced Products be deducted or set off by the Customer until CHS Networks Limited has passed a corresponding credit note.
10.4 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE, CHS NETWORKS LIMITED DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BE STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.
11 THE SERVICE
11.1 The Service shall be provided in accordance with the Contract and with the care, skill and diligence required in accordance with best computing engineering practice. The Contractor must take reasonable care to ensure that in providing the Service it does not interfere with the operations of the Customer or other contractors employed at the Premises.
11.2 The Contractor shall, at its own expense, supply everything necessary for the provision of the Service except as otherwise agreed in writing by the Customer.
11.3 Neither the Customer's personnel nor any third party employed by the Customer shall provide any part of the Service without the prior agreement of me Contractor which shall not be unreasonably withheld.
12 THE PREMISES
12.1 The Customer shall, with its prior agreement, provide such reasonable access to the Premises and facilities therein as the Contractor may require for the provision of the Service. The Contractor may work on the Premises only with the authorisation of the Customer.
12.2 The Customer shall be responsible for ensuring that the necessary operational and environmental conditions are maintained for the Equipment.
13 MISTAKES IN INFORMATION
The Contractor and the Customer shall each be responsible for the accuracy of drawings, documentation and information supplied by them to the other party and shall pay to the other party any extra costs occasioned by any discrepancies, errors or omissions therein.
14 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
The Contractor shall fully indemnify the Customer against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of patent, design, copyright or any other intellectual property right as a result of the provision of the Service.
15 ASSIGNMENT AND SUB-LETTING
Except where otherwise provided by the Contract, the Contractor shall not assign, pledge, transfer or sub-let the Contract or any part thereof without the prior written consent of the Customer.
16 INDEMNITY AND ASSURANCE
16.1 The Contractor shall indemnify the Customer against and insure against injury (including death) to any person or loss or damage to any property which arises out of the act, default or negligence of the Contractor, its agents or sub-contractors.
16.2 The Contractor shall not be liable to the Customer for:
(i) damage to property or injury to persons resulting from the act, default or negligence of the Customer, its agents or sub-contractors.
(ii) any loss of profit or contracts or other consequential losses arising out of the said damage or injury.
17 TERMS OF PAYMENT
All CHS Invoices are payable with 28 days (cleared funds) of the date of invoice except Support and License Renewal Invoices which are payable prior to the expiry date of the renewal or the commencement day of the Support. Any variation on these payment terms may result in the customer’s account, including support, being put on hold until payment is received at CHS Networks Limited’s discretion.
No property or title to Product shall pass to the Customer unless and until the full amount of the value of the invoice has been credited to CHS Networks Limited’s bank account without recourse. The Customer shall indemnify CHS Networks Limited against any loss or damage to the Product prior to the passing of title therein whilst in the customer's custody. Risk of damage to or loss of software or hardware shall pass to the customer at the time of delivery or in the event that the Customer wrongfully fails to take delivery of the Product, at the time when the company has tendered delivery of the Product.
19 STATUTORY AND OTHER REGULATIONS
The Contractor shall comply at its own expense with all Acts of Parliament and all statutory orders, regulations and bye-laws applicable to the Contract. The Contractor shall also observe at its own expense all regulations applicable to the Premises, details of which will be provided by the Customer.
The Contractor and the Customer shall keep confidential all information of the other party designated as confidential obtained under or in connection with the Contract and shall not divulge the same to any third party without the written consent of the other party.
21 FORCE MAJEURE
Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond the party's reasonable control.
22 CONSUMABLE SUPPLIES
21.1 The Customer reserves the right to procure magnetic media and any other consumable supplies to be used on and suitable for the Equipment from the Contractor or such other source as the Customer may deem appropriate. Such procurement from a source other than the Contractor shall not invalidate any rights of the Customer under the Contract.
21.2 If the Customer is using consumable supplies which do not meet the Equipment manufacturer's standard technical specification and the Contractor can prove that such use has increased the cost of providing the Service, or part thereof, then the Customer shall pay to the Contractor such additional costs thereby incurred.
23 ATTACHMENTS TO THE EQUIPMENT
22.1 The Customer shall have the right to attach to the Equipment free of charge any equipment not supplied by the Contractor. If the Customer notifies the Contractor in writing of the intention to make such attachment it shall be a duty on the Contractor to notify the Customer forthwith if it has or subsequently receives any information to show that such attachment is or could be detrimental to the efficient operation of the Equipment.
22.2 In the event that the attachment is made by the Customer and the Contractor can prove that such attachment is adversely affecting the Equipment, then the Contractor shall be entitled to be reimbursed any additional costs of maintenance which it can prove have arisen as a result of the attachment.
24 REPLACEMENT PARTS
23.1 Any replacement parts provided under manufacturer warranty, supplied via the Contractor under the Contract shall be either new or of substantially equal quality and such replacement parts shall become the property of the Customer.
23.2 Parts removed from the Premises shall become the property of the Contractor who shall, unless otherwise agreed by the Customer, erase or destroy any Customer data contained thereon save that where parts removed contain Customer data, the Customer shall have the right to retain possession of the defective part, in which case the Contractor may make a reasonable charge therefore.
Neither the Contractor nor its sub-contractor(s) shall, without the prior written consent of the Customer, advertise or publicly announce that it is undertaking work for the Customer.
26 RECORDS OF WORK
The Contractor shall maintain records of all visits to the Premises and details of the Service provided, copies of which shall be made available to the Customer.
Without prejudice to any other provisions of the Contract, the Contract may be terminated:
(i) forthwith by either party if the other party is in fundamental breach of the Contract and fails to remedy such breach within 14 days of receipt of notice thereof in writing or if the other party shall become bankrupt or make an arrangement with its creditors to go into liquidation or (ii) by either party giving 3 months' notice in writing to the other.
Unless otherwise agreed in writing, the Contract shall be construed and interpreted in accordance with the laws of England.