Sales Terms & Conditions
PDQ IT Support Limited T/A PDQ IT Security .
Terms and Conditions
These terms and conditions (Terms and Conditions) shall apply to:
- The sale of our IT related goods;
These Terms and Conditions replace, supersede and exclude any previous proposals, correspondence, understandings or other communications between us, whether written or oral.
In these Terms and Conditions “we” and “our” refers to PDQ IT Support Limited. We are a limited liability company incorporated in England (registered number 11198792) with registered office address at 16 Radford Crescent, Billericay, Essex, England, CM12 0DG. “You” and “your” refers to the person or firm set out in the title page of these Terms and Conditions. “Us” refers to us both collectively.
Reference to this ‘agreement’ shall be a reference to these Terms and Conditions, and as such these terms may be used interchangeably. A reference to this agreement or these Terms and Conditions (as the case may be) includes a reference to any relevant section of it, and to the Service Schedule.
Section 1 – Sale of Goods
In each case where we agree to sell any goods to you (Goods), the terms and conditions contained in this section 1 and section 5 of these Terms and Conditions will form a separate legal agreement (Sale Agreement). Save as expressly provided in these Terms and Conditions, the Sale Agreement shall apply to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification, or other document).
1 Formation of a Sale Agreement
1.1 Any order or acceptance of our quotation and purchase order document for IT Goods by you shall be deemed to be an offer by you, subject to these Terms and Conditions (Offer). You shall ensure that any Offer is complete and accurate.
1.2 Unless and until we issue you with a written order acknowledgment confirming the offer or delivery of the IT Goods to you, a binding contract shall not come into existence between us.
1.3 We may deliver the IT Goods in instalments, each delivery of which shall constitute a separate Sale Agreement. No cancellation or termination by either you or us of any one Sale Agreement relating to instalments shall entitle you to repudiate or cancel any other Sale Agreement or instalment.
1.4 You may not cancel any order which we have acknowledged except with our written permission and where you hold us harmless in full against any loss (including loss of profit) costs, charges and expenses incurred by us as a result of your cancellation.
2 Description of IT Goods
2.1 The description of the IT Goods shall be as set out in our acknowledgment of order or our quotation.
2.2 All specifications, descriptions, drawings and advertising issued by us and/or contained in any brochures or on our website, are for illustrative purposes only and they do not form part of a Sale Agreement. Any error or omission in any of our sales literature, quotations, invoices or any other document or information issued by us, shall be subject to correction by us without liability on our part.
2.3 You confirm that you have made suitable enquiries into the IT Goods, and have determined that they are suitable for your intended purpose. We make no warranty in respect of the IT Goods (save those contained in these Terms and Conditions or otherwise implied by law) that the IT Goods are fit for or suitable for the purpose to which you intend to put them.
2.4 Without prejudice to our liability for any fraudulent misrepresentation, our employees, contractors and agents are not authorised to make any contractually binding representations concerning the IT Goods. You acknowledge by entering into a Sale Agreement that you do not rely on and waive any claim for breach of any such representations which have not been confirmed by one of our authorised officers in writing.
2.5 We reserve the right (but do not assume the obligation) to make changes to the specification of the IT Goods, which do not materially affect their quality or performance.
2.6 The IT Goods are sold ‘as seen’. We make no representations and give no warranties as to the quality, condition, state or description of the IT Goods, or their fitness or suitability for any purpose. All implied statutory or common law terms, conditions and warranties, as to the IT Equipment, are excluded to the fullest extent permitted by law. Where there are any manufacturer’s warranties in respect of the IT Equipment, we will use reasonable endeavours to pass the benefit of those on to you.
3 Delivery and Acceptance of the IT Goods
3.1 We shall use reasonable endeavours to deliver the IT Goods on the date agreed, but any such agreed date is an approximate date only and time shall not be of the essence in respect of delivery and, we shall not be liable for any delay in delivery however caused. Time shall not be of the essence in respect of any delivery date. We shall not be liable for any delays caused by:
(a) events, circumstances or causes beyond our reasonable control; or
(b) your failure to provide us with adequate delivery instructions, or any other instructions relevant to the sale of the IT Goods.
3.1 You will be responsible for ensuring that the premises to where the IT Goods are delivered (Premises) are suitable for the delivery and installation of the IT Goods.
3.3 Delivery shall be made during Business Days, during normal business hours and we reserve the right to charge an additional fee in respect of deliveries made, at your request, outside such normal business hours, or in the event that you are unavailable or unable to accept delivery and we are required to rearrange delivery.
3.4 You shall inspect the IT Goods immediately on delivery and shall within 14 days of such delivery give notice to us in writing if any of the IT Goods are not in accordance with the order. We shall not be liable for any non-delivery of IT Goods (even if caused by our negligence) unless you have given us such written notice and, such liability shall be limited to replacing the IT Goods within a reasonable time or issuing a credit note in respect of such IT Goods.
3.5 If you fail to take delivery of the IT Goods, we reserve the right to make a charge in respect of reasonable storage costs until such time as delivery to you is completed.
3.6 We reserve the right to cancel orders or not to deliver IT Goods where the prices quoted are clearly incorrect.
3.7 The IT Goods are deemed to be delivered on the completion of their unloading at your specified delivery location.
3.8 You are deemed to have accepted the IT Goods upon the earlier of five Business Days from delivery or, where the IT Goods are supplied by us to you following a project plan or technical review by us, at the time when – in our reasonable opinion – the IT Goods function in accordance with that plan or review.
4 Price and Payment
The provisions of Schedule 5 shall apply in relation to price and payment for the IT Goods.
5 Risk and Property
5.1 The IT Goods shall be at our risk until they have been delivered to you. Delivery shall mean the physical unloading of the IT Goods at your premises (and not their installation). The ownership of the IT Goods shall not pass to you until the later of the time when we have received in full all sums due in respect of the IT Goods and any other sum which is due to us from you.
5.2 Until ownership of the IT Goods has passed to you under condition 5.1 above, you shall keep the IT Goods:
5.2.1 at your cost and in the condition originally supplied to you;
5.2.2 separate and unmixed from any property of yours and in a way where the IT Goods remain readily identifiable as our property;
5.2.3 on a fiduciary basis as our bailee; and
5.2.4 insured on our behalf for its full price against all risks and hold proceeds of any such insurance on trust for us and not mix them with any other money nor pay the proceeds into any overdrawn bank account.
5.3 Your right to possession of the IT Goods before ownership has passed to you shall terminate immediately if any of the circumstances set out in clause 7 of section 4 of these Terms and Conditions arise, or if you fail to make any payment to us on its due date or you otherwise encumber IT Goods.
5.4 You grant us, our agents and employees an irrevocable license to enter the Premises where the IT Goods are stored in order to inspect them, or where your right to possession is terminated, to remove them.
5.5 Termination of a Sale Agreement shall not affect our rights under this clause.
6 Software
6.1 Any software supplied or installed with any IT Goods is provided under the terms and conditions and licence of the software provider. If any software comprised in the IT Goods is not owned by us then you will be required to enter into a licence agreement with the respective owner of the software concerned. The sale by us of the IT Goods does not imply or seek to create any licence in respect of software owned or operated by a third party whatsoever.
6.2 To the extent that any software has been written or developed by us, we grant a terminable, non-exclusive and non-transferable license to you for the use of such software for the duration of the particular Sale Agreement. Such software will remain our property and no title or ownership whereof will be transferred to you.
7 Warranty
7.1 In view of the number of differing models and parts of IT Goods and the number of differing configurations, we can only offer a limited warranty to you that the IT Goods will be free from defects in workmanship and materials, for a period of 30 days from the date of delivery of the IT Goods by us (Warranty Period).
7.2 You confirm that we have given you a reasonable opportunity to inspect and test the IT Goods.
7.3 Within 5 Business Days of the time you discover or ought reasonably to have discovered a defect within the Warranty Period, you must notify us in writing of any such defects so that we may inspect the IT Goods as we deem necessary. If you do not notify us then you will not be entitled to reject the IT Goods and we will have no liability for any such defect.
7.4 We will not be liable for a breach of the warranty in clause 7.1 or for any other losses or damage you may suffer if:
(a) you have failed to use the IT Goods in accordance with the relevant manufacturer’s instructions;
(b) you have used the IT Goods in a way not in accordance with our instructions;
(c) you have sought to repair the IT Goods yourself;
(d) you have sought to modify or alter the IT Goods, or have broken or tampered with any sealed parts of the IT Goods;
(e) you have improperly stored the IT Goods; or
(f) you have used the IT Goods in a manner or for a purpose outside of their normal application.
7.5 Subject to the conditions of this clause 7, where a valid claim is notified to us then we may at our discretion repair or replace the IT Goods (other than consumable items), in which case we shall have no further liability to you. Any repaired or replaced IT Goods shall be under warranty for the unexpired portion of the Warranty Period.
7.6 To the extent that the benefit of any warranties made by the manufacturer or a previous seller of the Equipment can be assigned to you, we, if requested by you and at your cost, will use reasonable endeavours to assign them to you. Until such assignment, we will co-operate with you in any reasonable arrangements to provide you with the benefit of such warranties including enforcement at the cost of and for the benefit of you.