Business Terms & Conditions
1. Definitions
1.1 "Customer" means the party whose order for the goods is accepted
by the Company.
1.2 "Company" means Siracom Ltd, whose registered office
is Unit T, Loddon Business Centre, Roentgen Road, Basingstoke, Hants
RG24 8NG.
1.3 "Goods" mean goods which the Company is to supply in accordance
with these terms and conditions.
1.4 "Contract" means the contract on the terms and conditions set
out herein between the Company and the customer.
2. Order Acceptance
2.1 All orders placed with the Company by the customer for Goods
shall constitute an offer to the Company under these terms and conditions
subject availability of the goods and to acceptance of the order
by the company's authorised representative.
2.2 All orders are accepted and Goods supplied subject to these
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 the Company's authorised representative.
2.3 It is agreed that these terms and conditions prevail over the
Customer's terms and conditions of purchase unless the latter terms
and conditions are amended by the Company in writing and signed
by the Company.
3. Services and Software
3.1 These conditions shall be deemed to apply to the Goods only
and not be interpreted as meaning services which the Company may
be required to supply under a separate agreement.
3.2 With regard to any software pursuant to this Agreement over
which the Company or third parties hold title or other rights, the
Company shall permit or procure for the Customer (as the case may
require) the right to use software in the operation of the Goods.
3.3 With regard to any software referred to in clause 3.2 above
the Customer undertakes not to disclose or make available any part
or parts to any third party without the prior consent of the Company.
3.4 Software shall be supplied on the terms of the applicable licence
agreement.
3.5 The Customer agrees to indemnify the Company in respect of any
costs, charges or expenses incurred by the Customer at the suit
of any third party owner of the software in respect of any breach
by the Customer of the terms of the licence agreement on which the
software is supplied.
4. Price
4.1 The price of the goods shall be the Company's quoted list price.
4.2 The Company reserves the right, by giving notice to the Customer
any time before delivery, to increase the price of the Goods to
effect an increase in costs to the Company which is due to any factor
beyond the control of the Company.
4.3 The Price is exclusive of any value added tax which the Customer
shall be in addition liable to pay to the Company.
5. Delivery
5.1 All times dates given for delivery of the Goods are given in
good faith and shall not be the essence of any contract.
5.2 Delivery of the Goods shall be at the Customer's premises unless
otherwise stipulated or agreed by the Company.
5.3 The Customer shall examine the Goods on arrival and notify the
Company by facsimile transaction within three working days of delivery
of any damage or short delivery of the Goods.
5.4 If the Customer refuses or fails to take delivery of the Goods,
the Company shall be entitled to immediate payment in full for the
Goods and the Customer shall in addition to the invoice price pay
all incidental costs incurred by the Company.
6. Payment/Credit - Full
Terms (PDF, opens in a new window)
6.1 Except as otherwise set out herein, payment of the Company's
invoices in respect of the Goods shall be made in full without any
deductions or set-off within 30 days of the relevant invoice date.
6.2 If the Customer fails to make any payment on the due date, then,
without prejudice to any other right or remedy available to the
Company, the Company shall be entitled to: (i) cancel the contract
of suspend any further deliveries to the Customer (ii) charge the
Customer interest on any amount unpaid at the rate of 2% per annum
above the HSBC PLC base rate from time to time until full payment
is made (a part of a month being treated as a full month for the
purpose of calculating interest).
7. Specification of Products
7.1 The Company 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 of the Goods.
The Company will not be responsible for any loss or damaged resulting
from curtailment or cessation of supply of the Goods following such
variation. We will use our reasonable endeavours to advise you of
any such impending variation as soon as we receive any notice of
it from the manufacturer.
7.2 Unless otherwise agreed, the Goods are supplied in accordance
with the manufacturer's standard specifications as these may be
improved or modified.
7.3 We reserve the right to increase our quoted or listed prices,
or to charge accordingly in respect of any orders accepted for Goods
of non-standard specifications and in no circumstances will we consider
cancellation of such orders or the return of such orders.
8. Title and Risk
8.1 The Goods shall be at the buyer's risk as from delivery by
the Company or by the Company's carrier to the Customer.
8.2 In spite of delivery having been made and risk having passed
to the Customer, legal and beneficial ownership in the Goods shall
not pass from the Company until: (i) the Company shall have received
the Price plus VAT in full in cash or cleared funds; and (ii) no
other sums whatever, either under this Contract or otherwise, shall
be due form the Customer to the Company.
8.3 Until the property in the Goods passes to the Customer in accordance
the Customer shall hold the Goods on a fiduciary basis as bailee
for the Company and shall: (i) keep the Goods separate from those
of the Customer and third parties and identified as the Company's
property; (ii) take all necessary steps for the protection of the
Goods; and (iii) where the Goods or any part of them to are disposed
of, to any person whatsoever whether by sale or otherwise, retain
title to the Goods.
8.4 Notwithstanding that the Goods remain the property of the Company,
the Customer may use the goods in the ordinary course of the Customer's
business.
8.5 Until such time as the legal and beneficial ownership in the
Goods passes from the Company, the Customer shall upon request deliver
such Goods to the Company. If the Customer fails to do so, the Company
may enter upon any premises occupied or controlled by the Customer
where the Goods are situated and repossess the Goods.
8.6 The Customer shall insure and keep insured the Goods to the
full price against "all risks" to the reasonable satisfaction of
the Company until the date that property in the goods passes from
the Company, and shall whenever requested by the Company produce
a copy of the insurance policy.
8.7 The Customer shall not create or allow to be created any right
in the Goods in favour of any third party.
9. Warranties
9.1 The Company will endeavour to ensure that the Customer has
the benefit of any warranty or guarantee which may have been given
to the Company by the manufacturer or third party.
9.2 The Customer is responsible for instructing itself on the terms
of such warranty and ensuring that any conditions are fully complied
with.
9.3 The Customer must ensure that the Goods are serviced, maintained
and used properly and in accordance with the Company's recommendations
(and any warranty and guarantee) and shall not be used with any
parts, accessories or ancillary equipment other than those recommended
by the Company or stated by the Company to be suitable.
9.4 No attempts must be made by the Customer or any third party
to remedy and defect or to dismantle or otherwise tamper in any
way with the Goods except in accordance with specific instructions,
directions and/or requests of the Company.
10. Liability
10.1 Subject as expressly provided in these Conditions, and except
where the goods are sold to a person dealing as consumer (within
the meaning of the Unfair Contract Terms Act 1977), all warranties,
conditions or other implied by the statue or common law are excluded
to the fullest extent permitted by law. Save in respect of death
or personal injury caused by the Company's negligence, the Company
shall not be liable to the Customer by reason of any representation
(unless fraudulent), implied warranty, condition or term, or any
duty under common law or under the terms of the Contract or any
direct or indirect special or consequential loss or damage (whether
loss of profit revenue, contracts, production, operation time, customer's
data, use of software or corruption of data or otherwise), costs
expenses or other claims for consequential compensation whatsoever
(whether caused by the negligence of the Company, its employees
or agents or otherwise) which arise out of or in connection with
the supply of the Goods and the entire liability of the Company
under or in connection with the Contract shall not exceed the price
of the Goods.
10.2 Without limiting the generality of the foregoing, the Company
shall not be liable to the Customer in respect of any act or omission
of the manufacturer of the Goods or of any third party.
10.3 The Company shall not be liable to the Customer or to be in
breach of the Contract by reason of any delay in performing any
or any failure to perform any of the Company's obligations in relation
to the Goods, if, the delay or failure was due to any cause beyond
the Company's reasonable control an act of God, explosions, flood,
tempest, fire or accident, war or threat of war, sabotage, insurrection,
civil disturbance, acts, restrictions, regulations, by-laws, prohibitions
or measures of any kind on the part of any government or local authority,
strikes, lockouts or other industrial actions or trade disputes
(whether involving employees of the Company or any third party).
11. Termination
11.1 This agreement will be terminated forthwith by notice in writing;
(i) by the Company if the Customer fails to pay any sums due; and
(ii) if either party fails to perform any of its obligations under
this agreement and such failure continues for a period of fourteen
days after written notice thereof by the other party.
11.2 The Customer makes any voluntary arrangements with its creditors
or becomes subject to an administration order or goes into liquidation
(otherwise than for the purpose of amalgamation or written instruction)
or a receiver is appointed or the company reasonably apprehends
that any of these events is about to occur in relation to the Customer
without prejudice to any other right or remedy available to the
Company, the Company shall be entitled to cancel the Contract or
suspend any further provision of the Goods without any liability
to the Customer, and if any Goods have been delivered but not paid
for, then these monies shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the contrary.
12. General
12.1 Any notice required or given by another party to the other
under these conditions shall be in writing addressed to the other
party at its registered office or principal place of business or
such other address as may at the relevant time have been notified
pursuant to the provision to the third party giving notice.
12.2 No waiver by the Company of any breach of this agreement by
the Customer shall be considered as a waiver of any subsequent breach
of the same or any other provisions.
12.3 If any provision of these conditions is held to be invalid,
illegal or unenforceable, in whole or in part, such provision shall
to that extent be deemed not to form part of this Contract and the
enforceability of the remainder of this Contract shall not be affected.
12.4 This Agreement is not assignable by the Customer without consent
of the Company.
12.5 This Agreement shall be governed by the laws of England and
the parties hereby submit to the exclusive jurisdiction of English
Courts.
13. Privacy Policy
13.1 Siracom do not disclose buyers' information to third parties
other than when order details are processed as part of the order
fulfilment. In this case, the third party will not disclose any
of the details to any other third party.
14. Making a Purchase
14.1 Making a purchase could not be easier. Just browse our store,
decide upon your requirements then contact us using the information
on the 'Contacts' page.
14.2 We accept credit card payment over the telephone. If you are
shopping from North America or anywhere else, place your order and
your credit card company will convert the transaction to US Dollars
or your own currency.
14.3 We accept Visa and Mastercard. We do not charge for any item
until it is ready to ship. Backordered items are not charged until
they are shipped. You may send your credit card information via
phone, fax or snail mail.
14.4 When confirmation of order is received, this is to indicate
that we have received your order. It does not indicate that a contract
exists between us. We will indicate acceptance of your order, and
hence a contract between us, when we send you an invoice. We have
included this term to protect us in the case that a mistake has
been made in pricing, we have inadvertently under-priced goods,
or we are no longer able to supply a particular product for some
reason. In the case of a change of price, we will always contact
you first to ensure that the price is acceptable.
15. Back Orders
15.1 If your item is not in stock, we will back order for you.
You will always be emailed with the option to cancel your order
if you would rather not wait.
16. Tax Charges
16.1 For orders made from the UK, 17.5% VAT is added. If you are
a VAT registered company within the European Union, we do not charge
VAT. Outside of the UK and the European Union, all orders are VAT
free.
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