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For more information on what Centurion Computers can do for you, please feel free to call, or complete the form below and one of our experienced staff will be in touch.

Our Office

Burnside House
Burn Lane
Hexham
Northumberland
NE46 3RU

Phone: 01434 604800

Email: administrator@centurioncomputers.co.uk

STANDARD TERMS AND CONDITIONS

FOR SUPPLY OF GOODS AND SERVICES

OF

Centurion Computers Ltd

  1. DEFINITIONS

In this document the following words shall have the following meanings:

1.1          “Agreement”  means  these  Terms  and  Conditions  together  with  the  terms  of  any applicable Specification Document;

1.2          “Customer” means the organisation or person who purchases goods and services from the Supplier;

1.3          “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright,  trade  marks,  know-how  and  all  other  forms  of  intellectual  property wherever in the world enforceable;

1.4          “Specification  Document”  means  a  statement  of  work , quotation  or  other  similar document describing the goods and services to be provided by the Supplier;

1.5          “Supplier”  means  Centurion Computers Ltd, Burnside House, Burn Lane , Hexham NE46 3RU;

1.6          “Standard Rate” means a rate of £60 per hour or part thereof excluding taxes.

  1. GENERAL

2.1          These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.

2.2          The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.

3              PRICE AND PAYMENT

3.1          The price for the supply of goods and services are as set out in the Specification Document. When no such document exists Labour will be charged at the Suppliers standard rate and goods charged at a reasonable rate.

3.2          Invoiced amounts shall be due and payable once the goods or services have been delivered. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England and any additional costs incurred in the recovery of this debt.  In the event that the Customer’s procedures require that an invoice be submitted against a purchase order  to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.

4    SPECIFICATION OF THE GOODS

All goods shall be required only to conform to the specification in the Specification Document.  For the avoidance of doubt no description, specification or illustration contained  in  any  product  pamphlet  or  other  sales  or  marketing  literature  of  the Supplier and no representation written  or oral,  correspondence or statement shall form part of the contract.

4.1          QUOTATIONS

Unless otherwise specified a quotation is valid for 7 working days.

4.2          PRO-FORMA INVOICE

Unless otherwise specified a pro-forma invoice is valid for 72 hours from the date of issue. Payment is the only method of acceptance of a pro-forma invoice.

5              DELIVERY

5.1    The date of delivery specified by the Supplier is an estimate only.  Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.

5.2    All risk in the goods shall pass to the Customer upon delivery.

6              TITLE

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods and Services.

7              CUSTOMER`S OBLIGATIONS

7.1          To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1      co-operate with the Supplier;

7.1.2      provide  the  Supplier  with  any  information  reasonably  required  by  the Supplier;

7.1.3      obtain all necessary permissions and consents which may be required before the commencement of the services; and

7.1.4      comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.

7.2          The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.

7.3          Without prejudice to any other rights to which the Supplier may be entitled, in the event that the  Customer  unlawfully terminates  or cancels the goods  and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than  five  working  days’  written  notice  the  full  amount  of  the  goods  and  services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case.  For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.

7.4          In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:

7.4.1      the Supplier shall have no liability in respect of any delay to the completion of any project;

7.4.2      if applicable, the timetable for the project will be modified accordingly;

7.4.3   the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

8              ALTERATIONS TO THE SPECIFICATION DOCUMENT

8.1          The parties may at any time mutually agree upon and execute  new Specification Documents.  Any alterations in the scope of goods and/or services to be provided under this Agreement shall be  set out in the  Specification  Document, which shall reflect the changed  goods and/or  services and price and any other terms agreed between the parties.

9              WARRANTY

9.1          The Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the specification document are manufacturers warranty only.

9.2          The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

9.3          Except  as  expressly  stated  in  this  Agreement,  all  warranties  whether  express  or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.

10           INDEMNIFICATION

The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier  may  incur  and  which  arise,  directly  or  indirectly,  from  the Customer’s  breach  of  any  of  its  obligations under  this  Agreement,  including  any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.

11           LIMITATION OF LIABILITY

11.1        Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

11.2   In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity  or  loss  of  profits  or  for  any  other indirect  or  consequential  loss  or damage  whatsoever.  This  shall  apply  even  where  such  a  loss  was  reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

11.3   Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death  or  personal  injury  resulting  from  the  Supplier’s  negligence  or  that  of  its employees, agents or sub-contractors.

12           TERMINATION

Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.1        the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

12.2        the  other  party  commits  a  material  breach  of  this  Agreement  which  cannot  be remedied under any circumstances;

12.3        the other party  passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

12.4        the  other  party  ceases  to  carry  on  its  business  or  substantially  the  whole  of  its business; or

12.5        the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

13           INTELLECTUAL PROPERTY RIGHTS

All  Intellectual  Property  Rights  produced  from  or  a rising  as  a  result  of  the performance  of  this  Agreement  shall,  so  far  as  not already  vested,  become  the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary  to  ensure  that  such  rights  vest  in  the  Supplier  by  the  execution  of appropriate instruments or the making of agreements with third parties.

14           FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the  delay  or  failure  results  from  events  or  circumstances  outside  its  reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

15           ASSIGNMENT

The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.

16           SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for  any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement  had  been  agreed  with  the  invalid  illegal or  unenforceable  provision eliminated.

17           WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

18           NOTICES

Any notice to be given by either party to the other may be served by email, Short Message Service, personal service or by post to the address of the other party given in the Specification Document  or  such  other  address  as  such  party  may  from time  to  time  have communicated to the other in writing, and if sent by email or Short Message Service shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

19           ENTIRE AGREEMENT

This Agreement contains the entire agreement between the parties relating to the subject  matter  and  supersedes  any  previous  agreements,  arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

20           NO THIRD PARTIES

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

21           GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England OR Scotland and the parties hereby submit to the exclusive jurisdiction of the English OR Scottish courts.

 

Date : 25 March 2018