Term and Conditions
RAA IT Terms and Conditions of Trading
1. "Business Customer" means a customer who is not a Consumer.
2. "Consumer" means an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession.
3. "RAA IT" means RAA IT Solutions Limited also referred to as "we" or "us" in these terms and conditions.
4. "Catalogue" means the catalogue of products and services offered by RAA IT.
5. "Force Majeure" means any cause affecting the performance by RAA IT of its obligations arising from acts, events, omissions, happenings or non-happenings 6. beyond its reasonable control including (but not limited to) governmental regulations, fire, flood or any disaster or industrial dispute affecting a third party.
7. "Normal Working Hours" means 9am to 5pm on a Working Day.
8. "Working days" means Monday to Friday, excluding Bank or other Public holidays.
9. Please note that special terms apply to Consumers, which prevail over the other provisions of these terms and conditions. Customers who are Consumers are referred to Clause 13.
- All contracts of sale made by RAA IT shall be deemed to incorporate these terms and conditions, which shall prevail over any other terms from the party ("the Customer") with whom RAA IT is dealing. Cancellation of orders by business to business customers is not accepted as many orders are despatched on the same day the order is placed. Cancellation of orders by Consumers will be accepted in accordance with the Consumer Contracts (Information Cancellation and Additional Charges) Regulations 2013. Nothing in these terms and conditions is intended to impinge upon a Consumer's statutory or contractual rights to reject faulty goods.
- All orders are subject to acceptance and to availability of the goods ordered: RAA IT is entitled to refuse any order placed by you.
- You undertake that:
(a) all details you provide to us for the purpose of purchasing goods or services offered on our web site are correct and You, the Customer, accepts that full liability for orders placed using a valid user-id and password lies with You and not RAA IT and
(b) the credit or debit card you use to make a purchase from us is your own card or your company's card, that you are authorised to use it, and that there are sufficient funds or credit facilities to cover the cost of any goods or services you order from us. We reserve the right to obtain validation of your credit or debit card details before providing you with any goods or services.
(c) Where the Customer is purchasing Microsoft Service Provider Licensing Agreement ('SPLA') products or services, the Customer undertakes to provide timely reporting of its prior months usage by the 10th day of each month. In the event that there is zero usage to report then the Customer agrees and directs that RAA IT shall submit a zero use report on the Customer's behalf, in respect of its active SPLA agreements, if no report has been received by the 10th day of the month.
- Please note, RAA IT may record and / or monitor inbound and outbound calls and electronic traffic for training purposes.
- All software is sold subject to the software publisher's end user licence agreement (EULA), the terms of which the Customer agrees to adhere to.
- Goods and services are invoiced at the price prevailing at time of acceptance of order. VAT is charged at the rate applicable at the time of invoicing or otherwise in accordance with the law.
- RAA IT reserves the right to modify the prices from time to time.
- Any prices quoted by RAA IT in local currency may be adjusted by RAA IT due to fluctuations in the US Dollar exchange rate.
- Due to the transaction costs imposed upon RAA IT, a surcharge of 2.5% of the total invoice value will be applied to all AMEX transactions with effect from 1st January 2015.
- All amounts payable hereunder are payable in full and remitted back to RAA IT without offset or deduction for taxes (including withholding tax) and custom duties.
4. Delivery, Title and Risk
- RAA IT shall use reasonable endeavours to despatch goods by the date agreed with the customer, but does not accept liability for failure to deliver within the stated time where this is caused by circumstances beyond our reasonable control, such as delays caused by delivery companies or manufacturer lead times. If a delay is likely, we shall contact the customer and advise of the delay. A customer who is a Consumer shall be entitled to cancel an order when advised of a delay if the revised delivery date is not acceptable.
- In the case of a Business Customer, if RAA IT is unable to deliver the goods within 30 days of the agreed delivery date, the Customer will, as its sole remedy, be entitled to cancel the order and require any monies paid to RAA IT in respect of that order to be refunded. In order to cancel, the Customer must send written notice of cancellation to RAA IT after the above date but before delivery of the goods or notification from RAA IT that the goods are ready for delivery. This Clause does not apply to Consumers.
- In the case of Business Customers, RAA IT does not accept liability for shortages or damage to deliveries unless the Customer notifies RAA IT of the shortage or damage in writing within 48 hours of receipt of the delivery. Consumers should notify shortages or damage within a reasonable period of becoming aware.
- Business Customers are required to be able to accept the goods when they are ready for delivery within Normal Working Hours.
- Delivery is deemed to take place when the goods are delivered to the Customer's nominated address, whereupon the risks of loss, breakage and all damage and all other risks shall pass to the Customer.
- Title in the goods does not pass to the Customer until payment is received in full by RAA IT.
- If the Customer cannot accept delivery, RAA IT may at its option:
(a) store and insure the goods at the Customer's expense and risk or
(b) sell the goods at the best price reasonably obtainable and (after deducting reasonable storage insurance and selling costs) pay to the Customer any excess over the sale price or charge the Customer for any shortfall or
(c) re-arrange delivery provided that RAA IT may charge the Customer for the additional delivery costs incurred.
- The Customer may request a Proof of Delivery, provided that this request is made in writing within 3 months of the date of delivery and RAA IT shall use reasonable endeavours to provide such proof. Thereafter, delivery shall be deemed to have been successfully completed.
- Upon delivery of the goods, the Customer will be asked to sign a Proof of Delivery to acknowledge safe receipt. It is the responsibility of the Customer to ensure that the number of packages delivered corresponds with the number stated on the delivery note. Where a discrepancy occurs or where there is evident damage to the packaging, this should be noted on the Proof of Delivery. RAA IT shall not be liable for discrepancies or damage evident on delivery where the Customer accepts delivery and signs the Proof of Delivery without amendment.
- Payment is due on presentation of invoice unless credit terms have been agreed in writing with RAA IT. RAA IT shall invoice Customer: on acceptance of the Customer’s order in respect of software; on shipment in respect of hardware; on completion of professional services or monthly in arrears in respect of recurring services unless otherwise agreed in writing and in advance in respect of maintenance and support services.
- If payment is not made on the due date, RAA IT will be entitled to charge interest daily on the outstanding balance at the statutory rate and in any event an administration fee in the sum of £50 shall be applied to each overdue invoice.
6. Product specifications
- RAA IT makes every effort to supply the goods as advertised but reserves the right to supply the goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer.
- If RAA IT cannot supply the goods ordered by the Customer, RAA IT reserves the right to offer goods of equal or superior quality at no extra cost. In such a case, if the Customer does not wish to accept the alternative goods offered, he or she may cancel the order and require the refund of any money paid to RAA IT in respect of that order, including carriage charges. This shall be the sole remedy of the Customer in these circumstances.
- Due to the current manufacturing methods of active matrix display panels, a small percentage of sub-pixel anomalies (i.e. a pixel stuck on or off) are accepted by the industry as unavoidable. Accordingly, because the manufacturing yield of perfect active matrix panels is low, displays may have some sub-pixels that are either always on or off. The cost of accepting only theoretically perfect displays would almost double the price of a portable computer using an LCD screen. Please be aware of this before purchasing a TFT screen. RAA IT has to adhere to the manufacturer's guidelines stipulating that a given number of pixel failures are deemed acceptable before the TFT screen is accepted for replacement on grounds of fault.
7. Trade names and Trade Marks
- Trade names and marks (other than RAA IT's) are not always indications of the actual manufacturer of a particular product and may rather be indicative of general use systems and machines associated with such products.
- In the case of component purchases, Customers requiring a particular brand of product should, before placing an order, check with RAA IT the identity of the manufacturer of component it is proposed to purchase.
8. Warranties and Returns
Please note that special terms apply to Consumers who wish to return goods, which prevail over the provisions of this Clause 8. Customers who are Consumers are referred to Clause 13.
- RAA IT is committed to providing our customers with the highest quality products and service. However, on rare occasions, products may be found to be faulty or defective. In such cases we offer the returns facilities described below.
- Unless otherwise stated in the manufacturer's documentation, all goods delivered to a UK mainland address carry a 12-month manufacturer's warranty.
- If you purchase goods in the course of your business, the following provisions of this Clause shall apply. Other than the express provisions set out in these terms and conditions, all other terms and the implied terms or warranties relating to the supply of goods are excluded to the fullest extent permitted by law. Goods are not tested or sold as being fit for any particular application or for use under specific conditions, unless expressly agreed in writing.
- If you purchase services in the course of your business, the following provisions of this Clause shall apply. RAA IT shall use its skill and expertise to carry out any contracted works (the "Service(s)") to a standard equivalent to that of a competent computer professional, and shall warrant our work as free from defects, for a period of 30 days after completion. In particular, we cannot be held responsible for any fault or damage not caused by RAA IT services' engineers or its contracted agents. In the event of a claim arising relating to the level of skill and judgement applied in the course of providing Services, RAA IT reserves at its sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Service(s). Additionally, RAA IT cannot be held responsible for equipment installed or configured when the equipment has subsequently been altered or configured by persons other than RAA IT. Except as set out here, all other express or implied terms or warranties relating to the Services are excluded to the fullest extent permitted by law.
- Subject to the right of Consumers to return goods for refund under The Consumer Protection (Distance Selling) Regulations 2000 (see Clause 13), RAA IT does not sell products on a trial basis. Customers are strongly advised to check suitability and specifications of products before ordering. In some instances, Customers may benefit from special price discounts issued by a manufacturer specifically for their benefit. Such goods are not returnable to the manufacturer and may not be sold to other customers. Accordingly, orders for such goods can not be cancelled and RAA IT can only accept a return of such Goods where they prove to be defective and the Goods are returned for repair or replacement.
- In the event that RAA IT, at its discretion (unless the Consumer Protection (Distance Selling) Regulations 2000 apply, see Clause 13), agrees to accept the return for credit of unwanted products, the goods must be returned with RAA IT's prior written agreement within 14 days of delivery. The goods must be unopened and in perfect re-saleable condition. All goods returned in these circumstances (except where the Consumer Protection (Distance Selling) Regulations 2000 apply, see Clause 13) will be subject to a handling fee of 15% of RAA IT's sale price for the goods, or £20, whichever is the greater.
- Subject to testing to verify any alleged fault, we will accept the return of defective goods for full refund or replacement at our option, if, but only if, the goods are returned within 14 days of delivery. Consumers who wish to return defective products are not obliged to follow the processes set out below, but are recommended to do so as this helps us to provide a more efficient returns service.
(a) RAA IT's technical support staff or Customer Support staff, as appropriate, will advise you of which method of delivery to use to return the products. Depending on the nature of the product purchased, we will either arrange a courier collection, or request that you return the product directly to us, or an alternative address stated by us. If the goods are found on inspection to be defective, the cost of returning the item will be refunded to you. Authorised product returns must be sent to: Customer Returns, RAA IT, Dunham House 85 Cross Street, Manchester, M33 3EP.
(b) RAA IT offers a "no charge" collection, repair and delivery service (on the UK mainland only) for hardware which is shown to be faulty provided that the fault is reported within 14 days of delivery. If we have arranged for a courier collection of your product, we are unable to specify the collection time, and it is your responsibility to ensure that someone will be present at the collection address when the courier arrives.
(c) All returned goods (except those returned under Clause 13) must be accompanied by RAA IT's Returns Authorisation number ('RA Number') which can be obtained by contacting Customer Support. Returned goods will not be accepted without an RA Number. Do not write directly on the manufacturer's packaging. Please write the RA number on the address label provided with the Returns Authorisation and attach it to the returned package. Any defacement of the manufacturer's packaging or damage caused by inadequate packaging may result in the rejection of the return or an additional restocking fee, at RAA IT's sole discretion.
(d) RAA IT cannot accept liability for packages damaged during transit. It is the Customer's responsibility to wrap the product adequately to prevent damage.
(e) Proof of postage is not proof of delivery and you are therefore strongly advised to send your package by recorded delivery, registered post or courier, and to insure the goods for their full value.
(f) On receipt of the returned product, we will test it to identify the fault you have notified to us.
(g) If following the testing process, the product is found to be in good working order without defect, we will return the product to you, and the carriage costs of this return will be your responsibility. Please note that if you have, in the meantime, required us to provide you with a replacement product before completion of the testing process, you will have to pay for this product also. This Clause does not apply to Consumers returning goods pursuant to Clause 13.
(h) Customers who wish to make a warranty claim must comply with the manufacturer's instructions and warranty procedure. In order to resolve your problem as quickly as possible, we may refer you to the product manufacturer who will deal directly with the return. In these instances, we will provide you with the contact information for the relevant manufacturer. If you are a consumer, this does not affect your statutory rights.
(i) This warranty shall not apply if the goods have been worked upon, altered or damaged in any way by the Customer or its employees or agents, or to goods not used in accordance with the manufacturer's instructions.
(j) No software on which seals have been broken can be returned for credit. If any software discs are faulty, the manufacturer will replace them. If you are a consumer this does not affect your statutory rights. Please note Software Licences are non returnable unless the software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
(k) Some manufacturers require goods to be returned within 14 days or less in order to secure refund. In such instances the manufacturer's time limit will apply and therefore RAA IT will only accept a return within 14 days of purchase or the manufacturer's time limit, if that limit is less than 14 days. We can only accept the return of a defective product that does not meet the description, if they are returned to us within 14 days. Beyond that period you will be deemed to have accepted the goods and you must therefore check the goods promptly on receipt. Please note that this period is reduced to 7 days for clearance bargains and 'NCCR, products as set out in condition 12.
9. RAA IT's liability
- In its dealings with Business Customers, RAA IT shall under no circumstances be liable for any consequential or indirect damage or loss, however caused, including (but not restricted to) loss of business or profits, loss of goodwill, damage to trading relationships loss of data and other financial loss. ("Financial loss" in this sense does not refer to the price you have paid for the goods, which we may be liable to refund to you, in whole or in part, if the goods are faulty or do not comply with their description). RAA IT's liability in respect of all other losses shall be limited to the invoiced amount of the relevant order.
- Nothing in this agreement shall limit RAA IT's liability for death or personal injury caused by its negligence.
10. Health and Safety
- RAA IT confirms that the goods it supplies as a distributor do not present a hazard to health and safety
(a) when properly used for the purpose for which they are designed; and
(b) if the Customer takes reasonable and normal precautions in their use.
11. Force Majeure
Where, in spite of its reasonable efforts, RAA IT is unable to perform an obligation due to circumstances beyond its reasonable control, it shall not be deemed to be in breach of its contract with the Customer.
12. Special Rules for Clearance Bargains & Non-Current Catalogue Requests ('NCCR') Products
Please not that special terms apply to Consumers who wish to return goods, which prevail over the provisions of this Clause 12. Customers who are Consumers are referred to Clause 13.
- Goods sold as 'Clearance Bargains' or "Stock Blowout" are downgraded goods that RAA IT is able to offer at a discount on the normal catalogue price. Stocks of goods offered as Clearance Bargains are limited and such goods are sold subject to the following special rules. These special rules apply in addition to, and in the event of any conflict override, all of RAA IT's other terms and conditions, except those terms and conditions specifically covering Consumers.
- Clearance Bargains are graded according to the condition of the goods, which is described at the point of sale. The length of the guarantee (if any), with the benefit of which the goods are sold, is specified in the description of the relevant grade.
- Clearance Bargains, by their very nature, have limited availability. Upon receipt of an order for Clearance Bargains, RAA IT will check stock availability. Until stock availability is confirmed to the customer, a contract for sale will not be created and no payment will be debited from the customer.
- All goods sold by RAA IT as 'Non-current catalogue requests' ('NCCR') or 'Specials' are sold subject to the following special rules that apply in addition to RAA IT's other terms and conditions.
(a) Products are non-returnable unless we have made an error or the goods are faulty;
(b) quoted prices are valid for 7 days only, and
(c) quoted prices are not subject to value, cash or volume discounts.
13. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
- Contracts for the purchase of goods by a Customer not acting in the course of a business (a Consumer) and made over the telephone or through the RAA IT website, or by email order, are, with the exception of certain excepted contracts, subject to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ('the Regulations').
- If the Regulations apply, Customers may cancel goods purchased from RAA IT by sending a written notice of cancellation (in the form made available to Consumers by RAA IT) by post or hand delivery addressed to Customer Services at Dunham House, 85 Cross Street, Sale, Manchester M33 7HH.
- The notice of cancellation must be delivered within fourteen (14) calendar days of the day after date of delivery of the goods.
- The Customer will be responsible for the cost of returning the goods if he or she exercises this right of cancellation under the Regulations. If the Customer does not actually return the goods to RAA IT, the Customer is under a duty to make the goods available for collection at the Customer's expense from the address to which they were delivered.
- The Customer is under a duty to retain possession of the goods whilst awaiting return to RAA IT and to take reasonable care of them during this period. The Customer will be liable for any loss of or damage to the goods if he or she fails to comply with this obligation.
- To be entitled to a refund, the Customer must return all cancelled goods within 14 calendar days from the date of cancellation.
- A refund will be made to the Consumer Customer only after receipt by RAA IT of the cancelled goods (or evidence is provided to RAA IT of such return).
- All refunds will be subject to a deduction of an amount for any diminished value in the returned goods.
14. Errors and Omissions
- RAA IT makes every effort to ensure that all prices and descriptions quoted in its catalogue and on its website are correct and accurate. However, the frenetic tempo of e-commerce makes it inevitable that mistakes will occasionally occur. In the case of a manifest error or omission, RAA IT will be entitled to rescind the contract, notwithstanding that it has already accepted the Customer's order and/or received payment from the Customer. RAA IT's liability in that event will be limited to the return of any money the Customer has paid in respect of the order. In the case of a manifest error in relation to price, the Customer will be entitled to purchase the goods by paying the difference between the quoted price and the correct price, as confirmed in writing by RAA IT after the manifest error has been discovered.
- A 'manifest error', as the term is used in sub-paragraph (1) above, means, in relation to an incorrect price, a price quoted in error by RAA IT which is more than 10% less than the price that would have been quoted had the mistake not been made.
15. WEEE Regulations
For all Goods sold in the UK which fall under the WEEE Regulations, the Business Customer shall ensure they follow the Producer (manufacturer) directions for disposal and recycling thereof. RAA IT shall not be responsible for any costs thereof. Such directions can be found either accompanying the Goods or on the manufacturers' website. The household user (Consumer) is required to log on to www.recycle-more.co.uk. For details of their nearest disposal and recycle operation in the UK and agrees to return all Goods as directed on the site and in accordance with the Regulations. Selling products directly to an end-user in another Member State is known as 'distance selling'. The WEEE Directive and Member State WEEE Regulations state that RAA IT is not responsible for WEEE arising from distance sales of business products directly to the business customer in other Member States. Instead, it is the business customers' responsibility to ensure that products which they buy through distance selling arrangements are managed in an environmentally responsible manner at the end of life and in accordance with the WEEE Regulations. In purchasing such products from RAA IT the Business Customer agrees to comply with these Regulations and, in so doing, the Business Customer agrees to register with the WEEE Registry in Ireland.
16. Export Restrictions
- Customer acknowledges that some goods are controlled for resale or export by the U.S. Department of Commerce, the EU or EU/EFTA member state bodies and / or other applicable restrictions and that such goods may require authorisation prior to resale or export. Customer agrees that it will not export, re-export, or otherwise distribute goods, or any direct products thereof, in violation of any dual use restrictions and export control laws or regulations of the U.S., the EU or any EU/EFTA member state or other applicable jurisdiction.
- Customer shall indemnify RAA IT for any claims, losses, costs, liability and charges, including reasonable legal fees incurred by RAA IT as a result of Customer's breach of any export controls or regulations.
- It shall be the Customer's responsibility to comply with all export and other resale restrictions. Upon request the Customer agrees to reaffirm in writing its compliance and its intentions to comply with applicable export and restricted user and uses regulations.
- The Customer shall: (a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirement, the Relevant Policies and clause 1.1(b), and will enforce them where appropriate; (d) promptly report to the Supplier any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of this agreement; (e) immediately notify the Supplier if a foreign public official becomes an officer or employee of the Customer or acquires a direct or indirect interest in the Customer (and the Customer warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement)
- Breach of this clause 17 shall be deemed a material breach.
- For the purpose of this clause 17, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
18. Confidential Information and Data Protection
- Each party shall preserve the confidentiality of all confidential information of the other which it receives, keep such information secure and protected against theft, damage, loss or unauthorised access, and not use such information for any purpose except as contemplated by the Contract. Moreover, each party shall ensure that such obligations are observed by its employees, officers, agents and contractors. These obligations shall survive the variation, renewal or termination of the Contract for a period of three years but shall not apply to information which is already in or subsequently comes into the public domain through no fault of the recipient.
- Nothing in these terms and conditions affects your statutory rights as a Consumer.
- If any provision in this Agreement is held to be invalid or unenforceable, it shall be deemed severed from the Agreement and this shall not affect the validity or enforceability of the remaining provisions.
- Any waiver of a breach of this Agreement must be in writing.
- Any variation of this Agreement must be in writing and signed by a duly authorised RAA IT official.
- The headings are for convenience only and shall not affect the interpretation of this Agreement.
- Any notices given under this Agreement shall be in writing and sent (a) by first class pre-paid post to the last known address of the party; or (b) by fax to their last known fax number; or (c) by e-mail to the last notified e-mail address of the party.
- These terms and conditions shall be governed by and construed in accordance with the laws of England & Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
- RAA IT may at its discretion record telephone transactions for staff training and quality control purposes.
© January 2015.
RAA IT Services Terms and Conditions
- "Client" means the client to whom RAA IT is providing the Services.
- "RAA IT" means RAA IT Solutions Limited, its subsidiaries and any of its subcontractors.
- "Services" means the services which RAA IT will perform as described in a Packaged Service Description or a signed Statement of Works.
- "Data" means Client data to the extent that it relates to their requirements for Services or is necessary for the proper provision of the Services to the Client.
- "Normal Working Hours" means 9.00am to 5pm on a Working Day.
- "Working Day" means Monday to Friday, excluding Bank or other Public holidays in England.
- "Statement of Works" means the document agreed by the parties which specifies the Services to be provided and the requirements for their provision.
- "Equipment" means the products sold by RAA IT as set out in the Statement of Works or in a Packaged Service Description.
- "Out of Hours" means time outside of Normal Working Hours.
- "Packaged Service" means a standard pre-defined and repeatable service offering which RAA IT will perform as described in a Packaged Service Description.
- "Packaged Service Description" means the document setting out the scope of a Packaged Service.
- All contracts for the provision of Services and Equipment by RAA IT shall be deemed to incorporate these terms and conditions, which shall prevail over any other terms from the Client. Once an order has been received, if the Client wishes to cancel the order, the Client will be liable for the cancellation and postponement charges as set out in these terms and conditions (see "Cancellation/Postponement" below).
- All orders are subject to acceptance and to availability to provide the Services ordered: RAA IT is entitled to refuse any order placed by the Client.
- The Client undertakes that all details it provides to RAA IT for the purpose of purchasing Equipment or Services are correct.
- Services and Equipment, together with VAT, are invoiced at the price as set out in the Statement of Works or quote. The Statement of Works and quote pricing are valid for 30 days only from the date of the Statement of Works or quote, unless otherwise stated therein.
- RAA IT reserves the right to modify the prices from time to time for future orders.
- Any estimates made by RAA IT for the cost of any Services and Equipment shall be estimates only. Whenever estimated prices are quoted, RAA IT shall use all reasonable efforts to perform the relevant Services at the estimated price but in no event shall such estimates constitute a fixed price or a not-to-exceed price agreement unless stated otherwise in the Statement of Works or quote.
- Any prices quoted by RAA IT in a local currency may be adjusted by RAA IT due to fluctuations in the US Dollar exchange rate.
Delivery, Title and Risk
- RAA IT shall use reasonable endeavours to despatch Equipment by the date agreed with the Client, but does not accept liability for failure to deliver within the stated time where this is caused by circumstances beyond RAA IT's control. This may include, but shall not be limited to such as delays caused by couriers or manufacturer lead times. If it appears a delay may be likely, RAA IT shall use all reasonable efforts to contact the Client and advise of the delay.
- RAA IT does not accept liability for shortages or damage to deliveries unless the Client notifies RAA IT of the shortage or damage in writing within 48 hours of receipt of the delivery.
- Clients are required to be able to accept the Equipment when they are ready for delivery within Normal Working Hours.
- Title in the Equipment does not pass to the Client until payment is received in full by RAA IT. In any event title in software shall remain with the software vendor.
- If the Client cannot accept delivery, RAA IT may at its option: (a) store and insure the Equipment at the Client's expense and risk or (b) sell the Equipment at the best price reasonably obtainable and (after deducting reasonable storage insurance and selling costs) pay to the Client any excess over the sale price or charge the Client for any shortfall or (c) rearrange delivery provided that RAA IT may charge the Client for the additional delivery costs incurred.
If RAA IT cannot supply the Equipment ordered by the Client, RAA IT reserves the right to offer Equipment of equal or superior quality at no extra cost. In such a case, if the Client does not wish to accept the alternative Equipment offered, it may cancel the order and require the refund of any money paid to RAA IT in respect of that order, including carriage charges. This shall be the sole remedy of the Client in these circumstances.
Pre-requisites & Essential Requirements
- The Client shall provide RAA IT and its staff sufficient working space as well as such access to the Client's personnel, files and equipment at the Client's facility as RAA IT reasonably deems necessary for the performance of the Services.
- The Client shall:
- Comply with the obligations set out in these terms and conditions;
- Undertake the specific obligations specified in the Statement of Works or Packaged Service Description;
- Ensure that any assumptions or dependencies set out in the Statement of Works or Packaged Service Description are fulfilled or complied with as the case may be.
- If the Client fails to fulfil any of its responsibilities under these terms and conditions in a proper and timely manner and such failure causes a delay in the performance of the Services or results in additional costs to RAA IT, RAA IT shall take such action as it deems reasonably prudent and shall provide the Client with a written specification of such delay and the resulting costs. The Client agrees to pay these costs to RAA IT at the then current standard RAA IT rates for the Services involved.
- In the event that RAA IT removes any of the Client's hardware from its site, unless it is otherwise specifically agreed in writing by the parties at the time, RAA IT shall be entitled to assume that all data of a sensitive nature and personal data (as defined by the Data Protection Act 1998) has been removed from the tapes or other media and the Client agrees to indemnify RAA IT from all and any claims and proceedings made or brought by any person in respect of any loss, damage or distress to that person by reason of any wrongful disclosure of any personal data on any such media or tapes.
- Client shall be solely responsible for maintaining back-up copies of all data.
- Unless specified in the Statement of Works or Packaged Service Description, Services do not include any electrical, network or external communications infrastructure cabling specification or installation.
- All such network cabling and associated sockets should be in their correct location and tested by the Client prior to the Equipment installation date.
- All agreed Equipment locations will be final and adequate power sockets must be available.
- No additional work will be undertaken if not included on the Statement of Works or Packaged Service Description. A Request for Change Document may be drawn up by RAA IT to cover such work but it must be agreed and signed by the Client before such additional work can be carried out.
- Under no circumstances will any Equipment be released or the Client given access to any Equipment, until RAA IT has finished the Services unless otherwise expressly stated in the Statement of Works or Packaged Service Description.
- Any existing equipment belonging to the Client being utilised or connected, must be fully operational and virus free, and fully accessible to RAA IT during the installation.
- Delays on site caused by faulty equipment, not supplied by RAA IT, services not being ready, or access restrictions may incur additional charges at the then current RAA IT rates.
- RAA IT shall use reasonable endeavours to provide the Services by the date agreed with the Client, but does not accept liability for failure to deliver within the stated time where this is caused by circumstances beyond RAA IT's reasonable control. If a delay is likely, RAA IT shall contact the Client and advise of the delay.
- Unless otherwise agreed, the arrival time on site is for a 9.00am start on the date booked.
- Installation and completion dates are an estimate and are dependant on the Client complying with its obligations and third parties complying with their obligations. Installation and completion dates are not guaranteed. If, solely due to RAA IT's negligence, a component of the Services is unreasonably delayed the Client's sole remedy is to reject that component.
- Clients are required to give RAA IT access to provide/install the Services within Normal Working Hours and Out of Hours (where agreed).
- If the Client cannot allow RAA IT access to provide/install the Services on the agreed date RAA IT may re-arrange provision/installation of the Services provided that RAA IT may charge the Client for the additional costs incurred at the then current RAA IT rates.
- It is the responsibility of the Client to ensure that the Services provided correspond with the Statement of Works or Packaged Service Description.
- Upon completion of the Services, Client will be notified of the same. The Services are deemed to be accepted if the Client has not raised any concerns in writing with RAA IT within 3 days thereafter.
Any software provided as part of the Services is subject to any accompanying End User License Agreement and the terms thereof. The Client agrees to be bound by the same.
- RAA IT shall invoice the Client on the payment dates specified in the Statement of Works or in the Packaged Service Description, if none are specified, RAA IT shall invoice Customer: on acceptance of the Customer's order in respect of software; on shipment in respect of hardware; on completion of professional services or monthly in arrears in respect of recurring services unless otherwise agreed in writing; and in advance in respect of maintenance and support services. Payment is due on presentation of invoice unless credit terms have been agreed in writing with RAA IT.
- If payment is not made on the due date, RAA IT will be entitled to charge interest daily on the outstanding balance at the rate of 3% above Barclays Bank PLC base lending rate from time to time and in any event an administration fee in the sum of £50 shall be applied to each overdue invoice.
- The provision of any services outside the scope of the Services as set out in the Statement of Works or Packaged Service Description shall be billed to the Client at the then current RAA IT rates for such services.
- Amounts stated do not include taxes. All additional taxes or duties which RAA IT shall have to pay or collect in connection with the provision of the Services shall be borne by the Client (except for taxes based on RAA IT's income). VAT will be charged at the rate prevailing at the date of invoice.
Once a purchase order has been received for the services defined within the Statement of Works or Packaged Service Description, the Client will be liable for the following cancellation and postponement charges;
- Less than 48 hours in advance of agreed commencement date of Services - 100% of the service order value
- 5 days to 48 hours in advance of agreed commencement date of Services - 75% of the service order value
- 10 days to 6 days in advance of agreed commencement date of Services - 50% of the service order value
- 11 days to 14 days in advance of agreed commencement date of Services - 25% of the service order value
- 14 days or more in advance of agreed commencement date of Services - No Charge
Notwithstanding the above, any built-to-order or non-cancellable hardware or software cannot be cancelled.
- Both RAA IT and the Client acknowledge that they may receive information and material constituting trade secrets concerning the business, finances, systems, products and documentation of the other ("Confidential Information"). Confidential Information shall be limited to information clearly identified as confidential. Both RAA IT and the Client agree to protect and preserve the confidentiality of the other's Confidential Information using the same standard of care as it uses to protect its own Confidential Information of a similar nature, but in no event using a lesser standard than a reasonable standard of care. The parties agree to hold each other's Confidential Information in confidence while the Services are being performed and for a period of three years thereafter.
- Both RAA IT and the Client will only divulge Confidential Information to those employees, sub-contractors and agents who have entered into a binding written agreement to maintain confidentiality and for whom knowledge of the Confidential Information is necessary for the proper performance of their duties.
- All service data collected by RAA IT (including but not limited to asset data bases, call data and system configuration details) shall belong to RAA IT.
- All Intellectual Property rights in the Services provided by RAA IT shall belong to RAA IT.
- RAA IT warrants that:-
(a) it shall use reasonable skill and care to carry out the Services to the generally accepted industry standards and the Services shall be supplied and rendered by appropriately experienced, qualified and trained personnel in a professional and workmanlike manner
(b) the Services will be free from defects for a period of 30 days after completion. The Client shall report in detail any deficiencies in the Services to RAA IT in writing within 3 days of completion of the Services. In the event of a breach of warranty, Client shall allow RAA IT the opportunity to correct errors or re-perform the Services so as to comply with the warranties set out in sub clauses (a) and (c).
(c) the Services, when supplied, shall conform to the description and service level agreements set out in the relevant Statement of Works or Packaged Service Description;
(d) the provision of the Services and Clients' use thereof shall not infringe any Intellectual Property Rights of any third party. This warranty does not apply insofar as it relates to items of hardware, software or other equipment manufactured by third party OEM's;
(e) where the provision of the Services involves the supply or fitting of spare parts, title to such parts shall pass to the Client once the relevant part is fitted and the parts removed shall become the property of RAA IT, unless otherwise specified in a Statement of Works or Packaged Service Description;
- RAA IT cannot be held responsible for any fault or damage not caused by RAA IT. In the event of a claim arising relating to the level of skill and judgement applied in the course of providing Services, RAA IT reserves at its sole discretion the right to appoint an independent expert in the field to appraise the work carried out in the execution of the Services. Additionally, RAA IT cannot be held responsible for equipment installed or configured when the equipment has subsequently been altered or configured by persons other than RAA IT.
- In relation to Equipment, RAA IT warrants that RAA IT does not sell products on a trial basis. Clients are strongly advised to check suitability and specifications of Equipment before ordering. In some instances, Clients may benefit from special price discounts issued by a manufacturer specifically for their benefit. Such Equipment is not returnable to the manufacturer and may not be sold to other Clients.
- Unless otherwise stated in the manufacturer's documentation, all Equipment delivered to a UK mainland address carries a manufacturer's warranty. Clients who wish to make a warranty claim must comply with the manufacturer's instructions and warranty procedure.
- No software on which seals have been broken can be returned for credit. If any software discs are faulty, the manufacturer will replace them. Please note Software Licences are non returnable unless the software is materially non-compliant with its specification or the physical media on which it is supplied is defective.
- Except as set out here all warranties and conditions, whether express or implied by statute, common law or otherwise relating to the Services are hereby excluded to the fullest extent permitted by law.
- The Client warrants that it has the authority to provide information and personal data to RAA IT and authorises RAA IT to handle the Client's information and personal data and to transfer it to third parties to the extent required to deliver the Services.
RAA IT's liability
- RAA IT shall under no circumstances be liable for any consequential or indirect damage or loss, however caused, including (but not restricted to) loss of business or profits in the ordinary course, loss of goodwill, damage to trading relationships loss of data and other financial loss. RAA IT's liability in respect of all other losses shall be limited to the invoiced amount of the relevant order.
- Nothing in this agreement shall limit RAA IT's liability for death, personal injury fraud or fraudulent misrepresentation.
Where, in spite of its reasonable efforts, RAA IT is unable to perform an obligation due to circumstances beyond its reasonable control, it shall not be deemed to be in breach of its contract with the Client.
- If either party materially breaches any of its obligations and the breach has not been remedied within 30 days after written notice is given to the defaulting party specifying the breach, the party not in default may by written notice terminate this agreement (including the relevant Statements of Works or Packaged Service Description) as of the date specified in such termination notice.
- Either party may terminate this agreement or the relevant Statement of Works or Packaged Service Description or suspend work if:
(a) the other party fails to promptly pay any amount due to be paid under this agreement or Statement of Works or Packaged Service Description; or
(b) the other party passes a resolution for winding up (save for the purpose of solvent amalgamation or reconstruction) or suffers a winding-up order being made against it; or
(c) a receiver, administrative receiver, administrator or similar officer is appointed over the other party.
Errors and Omissions
- RAA IT makes every effort to ensure that all prices and descriptions quoted are correct and accurate. In the case of a manifest error or omission, RAA IT will be entitled to rescind the contract, notwithstanding that it has already accepted the Client's order and/or received payment from the Client. RAA IT's liability in that event will be limited to the return of any money the Client has paid in respect of the order. In the case of a manifest error in relation to price, the Client will be entitled to purchase the Equipment or Services by paying the difference between the quoted price and the correct price, as confirmed in writing by RAA IT after the manifest error has been discovered.
- A 'manifest error', as the term is used in sub-paragraph (1) above, means, in relation to an incorrect price, a price quoted in error by RAA IT which is more than 10% less than the price that would have been quoted had the mistake not been made.
Compliance with relevant requirements
- The Client shall:
(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
(c) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirement, the Relevant Policies and clause (a), and will enforce them where appropriate;
(d) promptly report to RAA IT any request or demand for any undue financial or other advantage of any kind received by the Client in connection with the performance of this agreement;
(e) immediately notify RAA IT if a foreign public official becomes an officer or employee of the Client or acquires a direct or indirect interest in the Client (and the Client warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this agreement);
- Breach of this clause shall be deemed a material breach.
- For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
- If any provision in these terms and conditions is held to be invalid or unenforceable, it shall be deemed severed from the terms and conditions and this shall not affect the validity or enforceability of the remaining provisions.
- Any variation of these terms and conditions must be in writing and signed by a duly authorised RAA IT official.
- Any notices given under these terms and conditions shall be in writing and sent (a) by first class pre-paid post to the last known address of the party; or (b) by fax to their last known fax number; or (c) by e-mail to the last notified e-mail address of the party.
- These terms and conditions shall be governed by and construed in accordance with the laws of England & Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
- RAA IT may at its discretion record telephone transactions for staff training and quality control purposes.
RAA IT © 2015
RAA IT Standard Terms and Conditions for the Purchase of Products and Services
Reseller and Supplier (as defined below) agree to apply these terms and conditions to work together.
All Purchase Orders are issued on the basis of these terms and conditions (further “Terms and Conditions”) to the exclusion of any other terms and conditions on the same subject matter. Supplier agrees that its own terms and conditions of supply shall not apply.
Defined Terms. Unless stated otherwise, all capitalized terms in these Terms and Conditions shall have the following meaning:
“Customer” shall mean the party/end user to which the Reseller provides a product;
“EDI” shall mean electronic data interchange;
“ETA” shall mean estimated time of arrival;
“EULA” shall mean the terms and conditions of the end user’s use of the relevant software provided by the publisher/rightsholder of such software;
“IPR” shall mean all intellectual and industrial property rights anywhere in the world, including, without limitation, any invention, patent, design or utility model rights, any copyright and trade marks, service marks, database rights, moral rights, topography rights, commercial or confidential information, know how or trade secrets, and any other rights of a similar nature whether or not any of the same are registered, and the right to apply for any of them;
“MDS” shall mean manual drop ship; “Products and Services” shall mean IT hardware or software or services, purchased by the Reseller from the Supplier for the purpose of supplying it to the Customer;
“POD” shall mean “proof of delivery”, a document from the relevant courier confirming delivery of a Product to a Customer;
“Purchase Order” shall mean the document issued by the Reseller to the Supplier which contains the details of the order; “Reseller” shall mean RAA IT issuing the Purchase Order;
“RMA” shall mean the Reseller’s standard returns form;
“Supplier” shall mean the company to which the Reseller issues a Purchase Order.
1. Term / binding contracts: These Terms and Conditions will remain in effect for any Purchase Orders unless otherwise agreed in writing between the parties. These Terms and Conditions are subject to change without prior notice at any time, in the Reseller’s sole discretion. These Terms and Conditions may NOT be altered, supplemented, or amended by the use of any other document(s) from the Supplier.
2. Order Process: The Reseller shall place all orders by sending a Purchase Order to the Supplier. The Purchase Order will be considered as accepted on the day of sending of the Purchase Order by the Reseller to the Supplier. The Supplier shall provide written acknowledgement of all Purchase Orders within one working day of receipt of the Purchase Order. If the Reseller does not receive an acknowledgement of the Purchase Order by the Supplier, the Reseller will have the right to cancel the Purchase Order at any time without incurring any fees and without liability. All orders placed by the Reseller for delivery shall be fully shipped. In case of part-shipment, for example when full stock is not available, the Reseller will only pay the delivery fees for the first shipment. All EDI and MDS orders shall be shipped in full to the Customer and the Supplier hereby acknowledges that part-shipment is not acceptable. Extra charges will have to be undertaken by the Supplier and Supplier will be liable in case of complaint from the Customer due to the delay of the delivery. The Supplier hereby acknowledges that only the Reseller is authorized to amend, delay or cancel any Purchase Orders.
3. EULA. Customers’ use of a software Product shall be governed by the EULA packaged by the Supplier or software publisher (as applicable) with all software Products and Reseller shall have no responsibility for adding any terms or conditions of Product use with such software Products to Customers.
4. Warranty: Reseller shall not make any warranties or representations regarding the Products, but shall pass through to the Customers those representations and warranties offered to Customers by Supplier.
5. Demonstration Copies: Supplier shall provide to Reseller, at no cost or expense to Reseller (unless otherwise mutually agreed in writing by the parties) fully functional evaluation units and demonstration units of the Products and will provide updates to such Products as they become available. Reseller may use these Products in its test and evaluation laboratory and for Customer demonstration purposes, in such number and on such terms as Supplier may allow from time to time. In such event, Reseller shall comply with and be bound by the EULA for any software Product so used. Unless otherwise agreed to in writing by the Supplier, Reseller shall not resell, lease, rent or sub-license any Product used for evaluation or demonstration purposes. Reseller acknowledges and agrees that, unless otherwise agreed to in writing with the Supplier; it will not modify or adapt the Products in order to use them for the limited evaluation or demonstration purposes contemplated herein.
6. Confidentiality: Each party shall preserve the secrecy of all confidential information of the other which it receives, keep such information secure and protected against theft, damage, loss or unauthorized access, and not use such information for any purpose except as contemplated by the Purchase Order. Moreover, each party shall ensure that such obligations are observed by its employees, officers, agents and contractors. These obligations shall survive a period of three years after the performance of the Purchase Order but shall not apply to information which is already in or subsequently comes into the public domain through no fault of the recipient.
7. Limited Warranties: Supplier represents and warrants to Reseller that (i) software Products conform in all material respects to the EULA and all applicable Product documentation, (ii) hardware Products conform in all material respects to the warranty included with the shipment of each piece of hardware, (iii) Products shall be free from defects, of satisfactory quality, and suitable for Reseller’s intended purpose to the extent such purposes are known or should reasonably be known to Supplier and (iv) Services performed conform in all material respects to the relevant services agreement detailing such Services. Supplier makes no representations or warranties concerning the Products except as expressly set forth herein.
8. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, DATA AND PROGRAMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
9. Ownership of IPR , Indemnity: Supplier hereby represents and warrants to Reseller that Supplier owns all patent, copyright, trade secret and other proprietary rights in and to the Products. If any action is brought against Reseller claiming that a Product infringes any patent, copyright, trade secret or other proprietary right of a third party, Supplier agrees to indemnify, defend and hold harmless Reseller against such claim at Supplier’s expense, and Supplier shall pay any and all damages, awards, fees, costs, and expenses associated therewith, including without limitation, any amounts paid in settlement thereof and reasonable attorneys fees. If Reseller’s ability to resell any of the Products is impeded or should any of the Products become, or in Supplier’s opinion be likely to become the subject of a claim of IPR infringement, Supplier shall at its option: (i) procure for Reseller at no cost to Reseller the right to continue to resell the Products; (ii) replace or modify the Products, at no cost to Reseller, to make such Products non-infringing, provided that the same function is performed by the replacement or modified Products; or (iii) terminate the right to resell such Products, remove the Products and grant Reseller credit of Reseller’s purchase price for any such Products in Reseller’s inventory.
10. Exports: Supplier warrants that all Products are in compliance with all applicable export and import laws. Supplier shall indemnify the Reseller for any costs or losses incurred as a result of Supplier’s breach of warranty in this clause 10.
11. Assistance: Supplier hereby agrees to make available to Reseller, at no cost to Reseller, such reasonable information and assistance as may be required from time to time for the sale of the Products, including but not limited to: (i) providing Reseller with logos, together with all relevant permissions and licences from the from the IPR owner to use such logos, for use in web and print marketing collateral, (ii) providing sales assistance to Reseller as needed from time to time and on a reasonable basis, (iii) making available electronic copies of sales and marketing materials, and (iv) providing technical training and support services to Reseller. Within 60 days from the date of the Reseller’s first Purchase Order, Supplier agrees that it will place a link on its web page directing Customers to Reseller’s web page. Reseller shall have no obligation to provide post-sale technical support or maintenance to any Customer. Supplier and Reseller may enter into a separate technical support agreement under which Reseller may resell Supplier’s technical support services.
12. Pricing: Unless otherwise expressly agreed in writing, the price for the Products and Services stated in the quotation and the corresponding Purchase Order shall be fixed and shall include all tax costs, expenses and charges (including delivery and insurance) chargeable in respect of the Products and/or Services. Both parties hereby agree that the Purchase Order is binding and the price within the Purchase Order shall be fixed unless otherwise agreed in writing. Any price changes following the Supplier’s receipt of the Purchase Order must be agreed by both parties in writing. Where the details provided by the Reseller within the Purchase Order do not match the Supplier sale price: (i) the order shall not be shipped; or (ii) the parties shall use all reasonable efforts to resolve any discrepancies within 24 hours; or (iii) the order shall not be shipped until such time as the pricing discrepancy has been resolved and written confirmation has been provided to the Supplier by the Reseller, authorizing shipment. All email records of any such agreements shall be retained by the Supplier until such time as the invoice has been paid by the Reseller. Products shall be invoiced after delivery. Services shall be invoiced after acceptance or (if no acceptance procedure applies) monthly in arrears in respect of Services provided in that month. Where the Supplier offers a discount to the Reseller, such discount shall be defined in the specific conditions between the parties or in the quotation. Discounts shall remain fixed until changed by mutual agreement of the parties, and shall be applied to Supplier's prevailing list prices (including promotions and incentives). In the event Supplier provides to another reseller or resellers a more favourable discount to Product list prices, Supplier shall automatically increase the discount to the more favourable discount, effective as of the date it was provided to such other reseller(s) and continuing for so long as such more favourable discount is offered. In the event Supplier sells Products directly to a prospect generated by Reseller, the Supplier shall compensate Reseller by paying Reseller, within thirty (30) days of such sale, an amount equal to the discount multiplied by the sale price of the Products sold. In the event of a decrease in the Supplier's list prices (or an increase in the discount) between Reseller's submission of a purchase order and Supplier's invoice to Reseller, Supplier shall provide Reseller the benefit of such price decreases (or discount increases) for that Purchase Order and for all orders subsequently delivered after the price decrease (or discount increase, as the case may be) goes into effect. On a case-by-case basis, as mutually agreed in writing by Supplier and Reseller, Reseller may defer all or any portion of Reseller’s discount on Products. In such event, Supplier shall pay a rebate to Reseller, within 30 days of receipt of Reseller’s payment of the applicable invoice, an amount equal to the deferred portion of the discount. Reseller is solely responsible for setting the prices it charges to Customers. Suggested resale prices by Supplier shall not be binding in any way on the Reseller.
13. Price Variance: In case of price discrepancy or litigation, the order shall not be shipped until the price discrepancy has been resolved and confirmation authorizing shipment has been provided by the Reseller to the Supplier by email. All email records of any such agreement will be retained by the Supplier until the invoice has been paid.
14. Payment Terms: Supplier will invoice Reseller for each individual Purchase Order. All payments shall be made in the local currency of the Reseller. Invoices shall be paid within forty-five (45) days of the date the invoice is received by the Reseller.
15. Delivery Terms: Products are delivered Delivery and Duty Paid (DDP), incoterms 2000. Reseller shall furnish Supplier with a Purchase Order for any Products it wishes to purchase with sufficient information for Supplier to process the Purchase Order. Supplier will ship the Product to the Customer in accordance with the Purchase Order within the delivery time frame set forth in the Purchase Order, or if none is set forth, within a reasonable time from the Supplier’s receipt of such Purchase Order. Reseller may cancel any Purchase Order prior to shipment by Supplier. The Reseller may postpone delivery and/or performance of any Products or Services by notice given to the Supplier at any time before delivery and/or performance. The Supplier shall ensure that, to the extent the Services are to be performed at Reseller’s premises, the Supplier’s employees and representatives observe all health and safety, security and other requirements which Reseller may reasonably impose. The cost of any necessary safety induction training will be borne by the Supplier. The Supplier hereby acknowledges that all Products are signed for as unchecked and a proof of delivery does not constitute acceptance of the Products. Where the Supplier has shipped to the wrong delivery address (except where the fault is with Reseller), the Supplier shall re-deliver, at its own expense, the Products within 24 hours to the correct delivery address or issue a full credit to Reseller. Where the delivery has failed, the Supplier shall attempt delivery a further two times and then credit Reseller in full if this is unsuccessful. Where Reseller contacts the Supplier to register a lost parcel and the Supplier is unable to produce a signed POD within 48 hours, the Supplier shall provide Reseller with a credit for the full purchase price of the Product/s. Where the external packaging is damaged on arrival and the Customer has signed to confirm this, the Supplier shall authorize a return for credit. If the box is undamaged but the Products inside are damaged then the Supplier shall authorize a return for credit. Where the Supplier fails to deliver within the agreed delivery times (next day delivery) Reseller shall be entitled to a full reimbursement for any delivery charges. These reimbursements shall be claimed back by Reseller on a weekly basis. The Supplier shall provide weekly delivery reports (including details of the date of orders placed by Reseller and the date the Products were received by Customers) to the Reseller. The Supplier shall obtain a POD signed by the Customer for each delivery made. Where Reseller makes a request for a copy of the POD, the Supplier shall provide a hard copy of the POD within 24 hours of request (unless otherwise agreed). If the Supplier is unable to deliver a POD within this timeframe, it shall communicate this to Reseller prior to the due date. Title and risk in the Products shall pass to the Reseller or the Customer directly, as applicable, upon delivery of the Products to the Reseller/Customer.
16. Rejection: If the Supplier breaches any of these Terms and Conditions, Reseller may reject and return the Products at the Supplier’s cost within 12 months after delivery notwithstanding prior payment and without prejudice to any other right of the Reseller. Risk in the Products shall revert to the Supplier upon such rejection.
17. Faulty Goods. For hardware Products, all hardware Products which are dead on arrival/ dead on bench shall be tested by Reseller’s technical support team and a faulty description shall be provided to the Supplier. Upon receipt of the fault description, the Supplier shall have sole responsibility for complying with the Dead on Arrival/ dead on bench procedures laid down by the relevant manufacturer in order to secure a credit. (Supplier shall provide a complete list of the Manufacturer’s policies upon request). Any Product returned by a Customer pursuant to a Supplier warranty, promotion or other offer, or any Product found to be defective can be returned within ninety (90) days of the invoice date or the shipment date, the latest to apply to determine the starting date of the warranty. Any return to occur after the period of 90 days will have to be agreed between the parties or authorized in the warranty of the Product. A “defective” Product, for purposes of this paragraph, means one which fails to conform to Supplier’s warranty. Where the Reseller requests a resolution under the hardware Product manufacturer’s warranty, the Supplier shall have 21 days from receipt of the faulty Product to obtain a repair, replacement or credit from the relevant manufacturer. Should any repair, replacement or credit attempt by the Supplier be unsuccessful, Reseller shall be entitled to receive a credit in respect of the faulty Product.
18. EDI Processes All return requests for EDI deliveries will be for credit only. The Supplier shall not ship replacement products. Reseller shall arrange the collection of the Products from a Customer and where necessary return the Products to the Supplier. Reseller will not accept restocking fees on any Products ordered via EDI as the nature of the process dictates that such Products are not specially held for the Reseller. Reseller agreed these rotations will not exceed 5% of Reseller’s previous month’s EDI purchases. In the event that a duplicate EDI Product is shipped to a Customer, the Supplier shall provide a full credit for the Products and reimbursement of all fulfilment charges. This clause shall apply even in the event that the Products have been damaged or opened. The Supplier shall provide Reseller with immediate written notification of any Products which are due to go ‘End of Life’. The Reseller shall then return any End of Life stock to the Supplier within 5 working days in return for a full credit. The Reseller shall be given 60 days from the date of delivery to request stock rotation with the Supplier. The Supplier shall complete all stock rotation requests within 72 hours of receipt of the request. The Supplier shall provide Reseller with written notification of any price decreases on the day the price decreases to enable Reseller to claim price protection on the Products within 30 days of receipt of such notification from the Supplier. Reseller shall be credited the difference for any price decreases made by the manufacturer on all Products held by Reseller on Reseller’s premises. All such credits shall be made within 30 days of Reseller’s request.
19. Product Returns. Supplier shall accept all returns of Products within 90 days of shipment to a Customer (unless otherwise agreed). The Reseller shall not be liable for any restocking fee. Reseller shall use the RMA and the Supplier will accept this as the only documentation required to process a return. The Supplier shall acknowledge receipt of an RMA within 24 hours of such receipt and shall authorize a return within 48 hours of receipt of an RMA from Reseller. Supplier shall be liable for any delay in the provision of the acknowledgement and acceptance of the return. Where a credit is agreed in respect of the return, Reseller shall receive this credit within 30 days of sending the RMA. The Supplier hereby agrees to pay all delivery charges for all returns from Reseller back to the Supplier’s premises and shall prepay the freight charges on the return shipment to Reseller or the Customer. Upon receipt of a returned item, the Supplier shall notify Reseller of any discrepancy or rejection of the return and obtain a unique reference number by contacting Reseller via email. This unique reference number must be visible and attached to all external packaging when sending the returned item back to Reseller. Failure to comply with this policy shall result in the returned item being refused by Reseller. In all cases (including stock rotations) Reseller will be refunded the original purchase price for the returned good, unless agreed otherwise in writing in advance by the Reseller’s Inventory Management Team. The Supplier shall retain a record of any such agreement. Before a return is refused by the Supplier, the decision to refuse must be reviewed by the Supplier’s dedicated External Account Manager appointed to manage the Reseller’s account and the Group Purchasing Manager. Written justification for the refusal shall be provided if requested by the Reseller. All refused processed stock rotations shall first be reviewed by the Supplier’s dedicated External Account Manager appointed to manage provided if requested by the Reseller. Any refused deliveries that are deemed fit for re-sale (as agreed by both parties) shall be re-sent to the Supplier.
20. MDS The Supplier shall provide invoice and tracer numbers for all MDS orders, whether physical or electronic which are made on behalf of the Reseller, within 24 hours after the delivery date.
21. Product Backlog Status Report The Supplier shall produce a report each morning by 11am notifying the Reseller of the status of all lines on all outstanding Purchase Orders with an ETA date or status of the Products This report shall include a Product tracer number and invoice number (where possible). The Supplier shall provide a report detailing any orders which have been outstanding in excess of 30 days. This report shall also detail an alternative offer which Reseller can propose to the Customer.
22. Errors Where Products are mis-shipped through the Supplier’s error, the Supplier shall accept the return of all open-box Products and provide a full credit. In the event that the Supplier delivers a cancelled order or sends an order in duplicate, it shall notify the Reseller of the error within 14 days of shipping. The Supplier hereby acknowledges that failure to comply with this provision shall prevent the Reseller from processing payment of that order. Upon receipt of notification of a shipping error, the Reseller shall use its reasonable endeavours (which shall exclude the commencement of proceedings against Customers) to recover the Products from the Customer or conclude a sale of the Products where possible, failing which, the Reseller shall not be liable for the cost of the Products. In the event that the Reseller makes an error on an order, the Reseller shall accept responsibility for the mistake.
23. Termination: Either party may terminate these Terms and Conditions at any time upon written notice to the other party upon the occurrence of any of the following: (i) the other party is deemed to be bankrupt or insolvent or is under a material threat of bankruptcy or insolvency in accordance with applicable law ; (ii) such other party admits in writing its inability to meet its debts as they mature; (iii) such other party fails to substantially comply with any material term, condition or covenant contained herein and fails to correct such lack of compliance within thirty (30) days after receipt of written notice of such failure from the non defaulting party; or (iv) fail to promptly pay or dispute any amount due under these Terms and Conditions within fifteen (15) days following written notice by such other party. Notwithstanding the terms and conditions contained herein, either party may terminate these Terms and Conditions without cause upon sixty (60) days prior written notice to the other party. In the event of termination by a party in accordance with any provisions of these Terms and Conditions, neither party shall be liable to the other in any way because of such termination. Termination of these Conditions will not relieve either party from fulfilling its obligations which by their terms or nature survive termination.
24. Anti-Bribery The Supplier shall (i) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and the US Foreign and Corrupt Practice Act (“Relevant Requirements”) (ii) have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under the UK Bribery Act 2010 (iii) promptly report to the Reseller any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with these Terms and Conditions (iv) immediately notify the Reseller if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners) and (v) not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements. The Supplier shall provide such supporting evidence of compliance and the Reseller may reasonably request. The Supplier shall ensure that any person associated with the Supplier who is performing Services or providing Products in connection with these Conditions does so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Supplier in this clause (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Reseller for any breach by such persons of any of the Relevant Terms. Breach of this clause shall be deemed a material breach.
25. Miscellaneous Each party is an independent contractor to the other party, without authority to bind the other by contract or otherwise, and neither Party nor its employees and agents shall be considered agents or employees of the other party. Each party undertakes to respect any applicable law, especially data protection law. The failure of either party to exercise any of its rights or to enforce any of the provisions of these Terms and Conditions on any occasion shall not be a waiver of such right or provision, nor affect the right of such party thereafter to enforce each and every provision of these Conditions. The Supplier shall not assign or transfer any of its rights or obligations without Reseller’s prior written consent, such consent not to be unreasonably withheld. The Supplier shall comply with all applicable legislation, regulations, directives or other enactment relating to its business.
THESE TERMS AND CONDITIONS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW WHERE RESELLER IS LOCATED, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULES THAT MAY REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
These Terms and Conditions shall not be governed by the United Nations Convention on contracts for the International Sale of Products.