Standard Terms & Conditions

1 GENERAL – Quotations are made and all orders are accepted by ACL IT Solution Limited (“the Company”) subject to these terms and conditions of sale and unless otherwise expressly agreed by the Company in writing no terms and conditions shall apply which are at variance with them or any of them. If any document placing an order on the Company includes or refers to other conditions of contract then no account shall be taken on such conditions.

2 VALIDITY – The Company reserves the right to refuse any order of the other party (“the Purchaser”) for goods or services, (which shall include where applicable computer software), unless a quotation for such goods and services is stated to be open for a specific period and is not withdrawn within such period. No order submitted by the Purchaser shall be deemed to be accepted, and no contract shall be deemed to be concluded on the basis of an accepted Quotation, unless and until subsequently accepted in writing and signed by an authorized representative of the Company.

3 ORDERS – The Company reserves the right to amend its quotation where an order amends the terms of delivery, or any other term, or is not accompanied by sufficient information to enable the Company to proceed with the order forthwith.

4 CANCELLATION BY THE COMPANY – The Company reserves the right, at its sole discretion, without liability, and without prejudice to any other remedy it may have, to cancel any uncompleted order or to suspend delivery in the event of any breach by the Purchaser of this or any other contract with the Company.

5 PRICE – The Contract Price shall, subject to these terms and conditions, be the sum of the extended rates and prices set out in the Company’s quotations and unless otherwise stated shall be exclusive of VAT and other taxes chargeable.

6 TERMS OF PAYMENT – The Purchaser shall pay the Contract Price to the Company according to the terms of payment set out in the quotation, but where no such terms are specified, the Contract Price shall be paid 33.33 per cent in advance via BAC payment before delivery. & a further 33.33 per cent mid installation and the balance on completion, without prejudice to any other rights it may have, the Company reserves the right to charge interest at 2.5% above the then current base rate of Royal Bank of Scotland plc on overdue invoices.

7 LIMITS OF CONTRACT – The Company’s quotation includes only such goods, accessories and work as are specified therein.

8 DRAWINGS, ETC – All drawings, descriptive matter, weights and dimensions submitted with the Company’s quotation are approximate only and any description and illustration contained in its catalogue, price lists, and other advertising matter are intended to present a general idea of the goods described therein and none of these shall form part of this contract.

9 PERFORMANCE – The goods and services shall conform to any specification detailed in the quotation. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form or be incorporated into these Terms and Conditions. All other implied warranties are excluded to the fullest extent permitted by law.

10 DELIVERY – 1990 Incoterms shall apply and, unless otherwise specified, the Contract Price shall include only for delivery ex-works at the place named in the quotation as otherwise specified by the Company. Risk and property shall pass when the goods have been placed at the disposal of the Purchaser at the place named in the quotation as otherwise specified by the Company.

11 COMPLETION AND LIABILITY FOR DELAY – Any dates or times quoted or accepted for dispatch, delivery or completion are to be treated as estimates only and the Company will not be bound by the same except where it has been agreed in writing that an amount should be payable as liquidated damages in respect of loss suffered as a results of failure to dispatch, deliver or complete within such time or by such date, in such case liability shall be limited to the amount so agreed to be paid. If delay in dispatch, delivery or completion results from any industrial dispute or cause whatsoever beyond the reasonable control of the Company, any such dates or times shall be extended by a period equal to that of the delay.

12 INSPECTION – When the price quoted includes delivery, the Company will repair or replace, free of charge, goods damaged in transit PROVIDED THAT the carrier and the Company receive written notification of such damage within three days of delivery, but not otherwise.

13 ACCEPTANCE – The Purchaser will be deemed to have accepted the goods and services upon the successful completion of an agreed acceptance test, but where no such test has been specified or agreed upon, and unless otherwise agreed in writing, goods and services may only be rejected by the Purchaser as not complying with the Contract if the Purchaser so notifies the Company within 28 days of delivery of the goods or services and the Company shall not have rectified the same within a reasonable period thereafter.

14 STORAGE – If for any reason the Purchaser does not take delivery or arrange for storage within 7 days, the Company shall be entitled to arrange storage at the risk of the Purchaser either at its own works or elsewhere on behalf of the Purchaser and all charges for storage, insurance, demurrage, and other like charges shall be added to the Contract price.

15 DEFECTS LIABILITY – Save in the case of computer software, the Company shall at its sole discretion repair or 

replace free of charge any part of the goods or services supplied by it which the Company determines is defective in design, workmanship or materials PROVIDED THAT such goods and services have been subjected to proper use, care and maintenance AND THAT such defect is notified promptly to the Company within 12 months of delivery of the goods or services in question or if installation is included within 12 months of taking over of the goods and services AND THAT where practicable the defective part is returned carriage paid to the Company. In recognition that computer software cannot be guaranteed to be fault-free, the Company shall maintain free of charge for a period of 90 days from the date of delivery any such software supplied by the Company to rectify material defects which are notified to it during such period, PROVIDED THAT such software is not altered or modified by persons not authorized to do so by the Company. It is recommended that before loading software onto equipment the Purchaser subjects all software to a virus checker.

16 LIMITATION OF LIABILITY – The Company accepts liability to the extent that it results from the negligence of the Company and employees for:
(i) death or personal injury without limit
(ii) physical damage to or loss of the Purchaser’s tangible property up to the amount of 100% of the Contract Price without prejudice to the foregoing the Company’s total liability for all other claims (whether in contract, tort, including negligence or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution (including without limitation any and all claims under Clause 20 below) shall not exceed 110% of the Contract Price.

17 INJURY, LOSS OR DAMAGE – The Company shall be liable for injury, loss or damage to persons or property which shall have been caused by the negligence of the Company and in the course of the execution of this Contract limited, to the extent permitted by UK statute, to ten per cent of the value of Contract Price or one hundred thousand pounds. Whichever is the greater, and to the exclusion of any consequential loss or damage suffered.

18 EXTRA COST – If the Company incurs additional expense arising from any instruction, or lack of instruction from the Purchaser or due to any interruption or delay outside the control of the Company, the Contract Price shall be adjusted accordingly.

19 INFORMATION AND DESIGN RIGHTS – With respect to goods (including software) or any part of goods which are the subject of experimental or development or prototype work undertaken by the Company, ownership of the design of the goods including any know-how or data relating thereto and of patents, registered designs, unregistered designs, copyright or like instruments of privilege originated by the Company in performing such work unless otherwise agreed in writing shall vest in the Company absolutely.

20 PATENTS – The Company shall indemnify the Purchaser in the event of any claim for infringement of Patent, Registered Design, Unregistered Design, Trade Mark or Copyright published or acquired at the date of the contract by the use of the equipment against all costs and damages which the Purchaser may incur in any action for such infringement or for which the Purchaser may become liable in any such action PROVIDED ALWAYS that the Company shall not be liable to indemnify the Purchaser

(i) in the event and insofar as such infringement arises as a result of it having followed a design or instruction furnished or given by the Purchaser, OR
(ii) where the equipment has been used in a manner or for a purpose or in a country not specified to or disclosed to the Company prior to the date of the contract, OR
(iii) where such infringement arises as a result of the equipment having been used in association or combination with any other goods, OR
(iv) where the Company has at its expense procured for the Purchaser the right to continue to use the equipment or have modified the equipment so that it does not so infringe or replace the equipment by non-infringing equipment, OR
(v) where the Purchaser has failed to give to the Company the earliest possible notice in writing of any claim made or to be made or action threatened or brought against the Purchaser, OR
(vi) where the Purchaser has failed to permit the Company at its expense to conduct any litigation that may ensue and all negotiations for settlement of the claim, OR
(vii) where the Purchaser has made any admission which is or may be prejudicial to the Company in respect of any alleged infringement without its consent.

The Company shall however not be liable to the Purchaser for any loss of use of the equipment or for loss of profits or of contracts arising directly or indirectly out of any such infringement. The Purchaser on its part warrants that any design or instructions furnished or given by the Purchaser shall not cause the Company to infringe any Patent, Registered Design, Unregistered Design, Trade Mark or Copyright in the performance of its obligations in accordance with the contract.

21 TRADEMARKS – The Purchaser agrees not to remove, alter or deface or allow to be removed, altered or defaced any marks, names or numbers affixed to the goods without the written consent of the Company.

22 ASSIGNMENT – The Purchaser shall not, without the prior written consent of the Company, assign or otherwise dispose of any of its rights or obligations hereunder to any other person, firm or company.

23 BANKRUPTCY – In the event that the Purchaser shall commit an act of bankruptcy or shall commence windings up by reason of insolvency or shall make an arrangement for the benefit of creditors the Contract may be terminated by the Company in whole or in part by notice in writing to the Purchaser.

24 CHANGE OF OWNERSHIP – In the event of a significant change of ownership or control of the Purchaser, the 

Contract may be terminated by the Company in whole or in part by notice in writing to the Purchaser.

25 LAW – The Contract shall in all respects be construed according to and governed by the Law of England.

ADDITIONAL CLAUSES WHERE THE CONTRACT INCLUDES INSTALLATION/OTHER SERVICES
26 INSTALLATION – Unless otherwise stated the Contract Price includes only the requisite supervision of installation. The Purchaser shall provide all other labour, suitable access to, and possession of the site, appropriate accommodation ready to receive the goods as and when delivered, adequate cranes, lifting tackle and scaffolding, mason’s, joiner’s and builder’s work, suitable protection for the goods from time of delivery, and all necessary facilities and adequate assistance. All of these are to be supplied free of charge, both for unloading and installation, to enable installation and other services to be expeditiously and continuously carried out under the Company’s supervision. Installation requirements/limitations shall be as given in the current Installation Requirements document.

27 HEALTH AND SAFETY – The Purchaser shall use his best endeavor to ensure the site and premises in which the Company’s employees agents and sub-contractors may be required to work are safe and without risk of injury. All known risks on or about such site and premises shall be identified and communicated to the Company in writing by the Purchaser.

28 LOSS OR DAMAGE ON OR ABOUT SITE OF WORKS – The Purchaser shall indemnify the Company against any loss or damage to the installation or to materials or equipment installed or awaiting installation and all other property owned by or in the custody or control of the Company on or about the site where such installation materials equipment or other property is located.

29 DELIVERY/PASSING OF TITLE/RISK
Delivery of the goods and services and passing of risk in the goods shall be deemed to occur upon the earliest of the following:
(a) completion of the installation work and completion of site tests where expressly provided for;
(b) 28 days after the goods or any part thereof shall have been put into use; or
(c) 28 days after the Company shall have given notice to the Purchaser that installation has been completed, unless in the meantime tests shall have been carried out showing that the goods and services do not comply with the contract. The time of delivery and passing of risk shall not be delayed on account of additions, minor omissions or defects that do not materially affect the normal use of the goods and services. Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the goods shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price of the goods and services forming the subject matter of this contract.

Until such time as the property in the goods passes to the Purchaser, the Purchaser shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property, but shall be entitled to resell or use the goods in the ordinary course of its business. Until such time as the property in the goods passes to the Purchaser (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Purchaser to deliver up the goods to the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the goods are stored and repossess the goods. The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company, but if the Purchaser does so all moneys owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.

30 PERSONNEL MOVEMENTS:
The Purchaser shall not approach or employ ACL IT Solution personnel to work for them in any capacity either during or for at least a period of twelve months after such personnel have left the employment of ACL IT Solution. Provided the foregoing shall not apply in circumstances where ACL IT Solution Personnel responded to a genuine advertisement for Staff Recruitment placed by the Purchaser or its Agent.