Com5 Ltd Internet Terms and Conditions
While Com5 Limited has taken all reasonable care to ensure that the information contained within this website is correct,
Com5 Limited can not be held liable for any representation, express or implied, as to the accuracy, timeliness or completeness of such information.
Your use of the information contained in this website is at your own risk and Com5 Limited accepts no responsibility for any damage, loss or inconvenience resulting from your use of this information.
Any prices shown on this web site are provided as a guide only and do not constitute or represent a quote.
Com5 Limited holds no responsibility for any loss, damage or inconvenience resulting from reliance on pricing contained within this website.
Capacities of products are not guaranteed. Users of this website are advised to check capacity and suitability for a purpose at the point of sale.
Com5 accepts no responsibility for any loss, damage or inconvenience resulting from reliance on capacity information contained within this website.
Images used on this website are for illustrative purposes only. Com5 Limited holds no responsibility for any loss, damage or inconvenience resulting from reliance on images contained within this website.
All promotions referenced on this Web site are subject to availability and inventory. Com5 reserves the right to change, alter or cancel promotions at any time without notice.
Nothing on this site shall create or represent a warranty.
Users of this web site are advised to check information at the point of sale, including pricing, availability, fitness for a particular purpose and title.
You must be a reseller of IT peripherals (or similar) for inclusion on the Com5 mailing list. Com5 reserves the right to refuse inclusion to the mailing list without notice.
All of the trademarks and logos used on this website are the property of their respective owners.
Com5 is not responsible for the content of external sites. Com5 Limited holds no responsibility for any loss, damage or inconvenience resulting from reliance on external sites that are linked from the Com5 website.
Com5 Limited may make changes to the information on this Web site, including these terms, at any time without notice.
Errors and Omissions Excepted - E&OE
Com5 Ltd Full Terms and Conditions of Business
Definitions
1 The following definitions shall apply
1.1 "Company" means Com5 Limited.
1.2 "Contract" means the contact between the company and the customer to
which on any particular occasion these terms and conditions relate.
1.3 "Customer" means the customer of the company under the contract.
1.4 "Goods" means the goods to which the customer relates.
1.5 "Software" means such (if any) of the goods as are within the
meaning of that term as currently used in the computer industry.
1.6 "Equipment" means such of the goods are not software.
1.7 "Special condition" means only a special condition or term which has
been agreed by the company and which is set out in the part of the
contract signed on behalf of the company.
1.8 "Standard charges" means the charges normally made by the company
from time to time as certified in writing by the company.
2 General
2.1 These terms and conditions shall apply to all contracts made between
the company and the customer, whether written or in oral, and whether
expressly mentioned or not, save that contracts made after the company
has notified the customer of the issue of a later edition shall be
subject to such later edition.
2.2 These terms and conditions shall apply to the contract says so far
as varied by or inconsistent with any special condition. No other term
or condition shall have any effect whatsoever and if after the existence
of these terms and conditions has become known to the customer the
customer makes or gives to the company any conditional offer order or
acceptance, the company shall have the right (but shall not be bound) to
treat the same as unconditional, either in whole or in part, as it shall
in its absolute discretion think fit.
2.3 The customer shall have no right to modify cancel or change the
delivery date applicable to the contract without the prior written
consent of the company.
2.4 Neither the contract nor any document forming part of the contract
shall be binding on the company unless it has been accepted by the
company under the signature of one of its directors or other authorised
signatory save that the company may at its discretion accept any order
placed by the customer by taking any step to fulfil such order in which
case the taking of such step shall be deemed to be sufficient acceptance
of the order by the company but with the right of the customer at any
time after submitting its order to the company to request the company to
give written acceptance of such order within fourteen days after such
request and to treat the order as having been refused by the company if
written conformation of acceptance by the company is not given with such
time.
2.5 No quotation or estimate given by the company shall be deemed to be
an offer by the company unless expressed to be a "fixed quotation" and
valid until a given date in which case it shall be open to acceptance by
the customer but only by written acceptance delivered to the company by
such date.
2.6 The headings appearing in these terms and conditions are for
guidance only and shall not in any way be deemed to affect or prejudice
the interpretation or effect thereof.
2.7 It is intended that these terms and conditions and any special
conditions shall be reasonable as between the company and the customer
having regard to the nature of the contract but if at any time any of
them is either unenforceable or void at law it shall not adversely
affect or prejudice the remainder of them or the contract and it shall
be deemed to be excluded from these terms and conditions and (where
possible) to be replaced by such other enforceable and valid term or
condition as shall be as near as may be to the original in both form and
effect.
2.8 The Company reserve the right to amend the Terms and Conditions.
3 Price
3.1 Unless the customer accepts a "fixed quotation" as mentioned above
or unless the part of the contract signed on behalf of the company
states that the price is fixed, the company reserves the right to
increase any price in accordance with its standard charges at the date
of the delivery to the customer.
3.2 A "fixed quotation" takes into account freight rates, currency
exchange rates, import and other duties and taxes of whatsoever kind
(other than VAT) deemed by the company applicable at the date of the
contract. It may be adjusted in accordance with the amount of any
changes beyond the control of the company in such rates, duties or taxes
payable or collectable by the company including those payable by the
company in obtaining a supply from overseas if so requested by the
customer the company shall produce proof of such changes to the
customer.
3.3 The customer shall pay VAT on any sum payable by the customer to
which it applies at the rate prevailing at the appropriate time.
3.4 For the purpose of the remainder of these terms and conditions "the
price" shall be deemed to be the basic price payable by the customer
plus the amount of any such changes as aforesaid and VAT.
3.5 Unless otherwise expressly agreed the price does not include
installation, operator training, travelling or hotel expenses and if any
such are provided or carried out by the company, the customer shall pay
the company its standard charges for them.
4 Payment
4.1 The price (less any deposit paid) shall be paid within thirty days
of the date marked on the invoice sent by the company to the customer or
(if later) within thirty days of the date of which the goods are ready
for collection by or delivery to the customer.
4.2 If any sum payable by the customer to the company is not paid within
seven days of the due date the company shall have the right to charge
interest (3% above HSBC Bank PLC's published base rate) on the balance
from time to time in force calculated on a daily basis from the date on
which such sum became due down to the actual date of payment.
5 Delivery and Acceptance
5.1 Delivery dates quoted are estimates only and the company shall not
be responsible for any delays due to causes beyond its control.
5.2 The company reserves the right to make delivery by instalments. In
that event theses terms and conditions shall apply to each delivery as
though it where subject to a separate contract.
5.3 If the company agrees to make delivery to the customer such delivery
shall be effected to the address of the customer as shown in the
contract, unless otherwise agreed. Even in such cases, the company
reserves the right to request the customer to nominate and or appoint
its own carrier for the purpose of effecting such delivery and in that
case if delivery charges are included in the price the company will
reimburse the customer with the amount of such charges.
5.4 Delivery shall be deemed to be effected at the time when the
customer effects collection from the company or in cases where
collection is not effected by the customer or on its behalf, when
delivery is made to the address of the customer. Unless the customer
shall deliver written notice to the company within 24 (twenty four)
hours of delivery to the effect that the goods are damaged or subject to
shortage and unless the customer shall in all respects comply with the
terms and conditions of the contract with the carrier (if any) the
customer shall be deemed to accept that the goods have been delivered in
accordance with the terms of the contract and shall not thereafter make
any claim against the company in respect of any such damage or shortage.
5.5 If the company agrees to arrange for delivery of the goods the
customer shall give verbal and written notice to the company forthwith
if the goods are not received within 48(forty eight) hours of the
expected delivery date or within such lesser period within which such
notice is required to be given by the carrier (if any) and if the
customer fails to do delivery shall be deemed to have been effected
whether or not it has actually been effected.
5.6 If the Customer fails to take delivery of the Goods or fails to give
the Company adequate delivery instructions at the time stated for
delivery (otherwise than by reason of any cause beyond the Customer's
reasonable control or by reason of the Company's fault) then, without
prejudice to any other right or remedy available to the Company, the
Company may: store the Goods until actual delivery and charge the
Customer for the reasonable costs (including insurance) of storage; or
sell the Goods at the best price readily obtainable and (after deducting
all reasonable storage insurance and selling expenses) account to the
Customer for the excess over the price under the Contract or charge the
Customer for any shortfall below the price under the Contract.
6 Property Risk and Insurance
6.1 Until the price payable has been paid to the company in full and the
customer has complied all it's obligations under the contract the goods
shall remain the property of the company. The company shall have the
right at any time prior to the price being paid in full to repossess the
goods whether they be at the premises of the customer or elsewhere and
without prejudice to the other rights and remedies of the company under
this contract. The customer shall be liable for all transport and other
costs and expenses of recovering the same.
6.2 If the customer should sell or otherwise dispose of the goods to a
third party at any time before the company has received full payment for
the same. The customer shall hold and keep the proceeds of sale on
trust/or in a fiduciary capacity for the company. The said proceeds of
sale shall be and remain the property of the company for the avoidance
of doubt the customer shall place the said proceeds of sale in a
separate bank account in the name of the company in order to be
identifiable as the company's property.
6.3 Notwithstanding the aforegoing, the goods shall be entirely at the
risk of the customer in all respects from the time of leaving the
premises of the company whether collected by the customer or not.
6.4 The customer shall adequately insure the goods with reputable
insurers against all insurable risks from not later than the time the
customer and all other persons in any way connected with the goods
against all insurable risks to person and property which might in any
way arise out of the goods or their use and such insurance shall be for
the sum of one hundred thousand pounds at least on terms whereby the
insurers shall be precluded from any rights of subrogation or other
rights whereby they would be capable of claiming against the company or
any of its employees or other persons in any way connected with it.
7 Copyright
7.1 The customer shall not be entitled to any rights of copyright or
design or any similar rights in respect of any of the goods and the
company shall be free to prepare and produce similar goods and sell them
to other parties without any restructure whatsoever.
7.2 The customer warrants that any specifications or plans which it
produces to the company are not in breach of any rights or copyright or
design or other similar rights in favour of any other party and shall
indemnify the company against all liability whatsoever including
expenses and legal costs reasonably incurred by the company in respect
of any claim which may be made against the company for alleged breach of
any such right.
8 Force Majeure
8.1 The company shall be under no liability for any failure to perform
all or part of its obligations under the contract if such failure shall
be due to Act of God, strikes, lock outs, labour disturbances, statute,
order of any regulation of any government public or local or other
Authority. Delays or defaults of suppliers or sub contractors, (or
without prejudice to the generality of the aforegoing) any other causes
beyond the reasonable control of the company and the conditions shall
apply notwithstanding that it may conflict with any special condition.
9 Default of Customer
9.1 The rights of the company as set out in these conditions shall
apply. In addition and without any prejudice to all rights that the
company may have by common law statue or otherwise in respect of any
default by customer.
9.2 If the customer fails to take delivery of any part of the goods at
the time or place required under the contract the company shall have the
right (I) to charge the customer with reasonable storage charges until
such time as delivery is taken and/or (II) at any time thereafter to
give written notice to the customer requiring the customer to take
delivery of the goods in conformity with the contract within a period of
twenty eight days from the date of sending such notice and in the event
of the customer failing to take delivery within such period the company
may, by sending further notice in writing to the customer treat the
contract as having been repudiated by the customer and recover from the
customer all loses damages and costs occasioned to the company by virtue
of such repudiation.
9.3 If the customer fails to pay any monies due under contract within
sixty days of due date the company shall have the rights (I) to treat
the contract as having been repudiated by the customer on the same terms
as set out in the areforgoing paragraph and/or (II) to enter premises of
the customer and recover any part of the goods which have been delivered
to the customer.
9.4 The company shall also have the right to treat the contract as
repudiated by the customer forthwith and without notice should the
customer become bankrupt or insolvent or make any arrangement or
compound with its creditors or should any receiver be appointed in
respect of its undertaking or any of its assets or should a judgement be
obtained against it and remain unpaid for a period in excess of
twenty-eight days.
10 Intellectual Property
10.1 The copyright subsisting or which subsequently subsists in all
documents, drawings, specifications, designs, programmes or any other
material prepared by the Company whether readable by humans or by
machines shall belong to the Company absolutely and they shall not be
reproduced or disclosed or used in their original or translated form by
the Customer without the Company's written consent for any purpose other
than that for which they were furnished.
10.2 The Company accepts no responsibility for the accuracy of drawings,
patterns or specifications supplied by the Customer. The Customer shall
indemnify the Company against all claims whatsoever for damages and
costs and against all liability in respect of any infringement of patent
or other intellectual property rights resulting from compliance with the
Customer's instructions express or implied and the Customer will
indemnify the Company against any liability in respect thereof and shall
pay all costs and expenses which may be incurred by the Company in
reference to any such claim. The indemnity shall extend to any amount
paid on a lawyer's advice in respect of any such claim.
11 Recruitment of employees
11.1 The parties hereto accept that either party will suffer loss if a
member of their staff accepts an offer of permanent employment with the
other party during the continuance of this contract and six months
therafter. If such a member of the party's staff accepts such an offer
of employment with the other party other than a result of a relevant
bona fide employment advertisement in the press, the new employing party
agrees to pay the other party the equivalent of six months salary for
that member of staff. The provisions of this clause shall apply to
subsidiaries, associates and parent companies of either party.
12 Guarantee
12.1 The Company hereby guarantees to the Customer that:-
12.1.1 The Company shall free of charge either repair or, at its option,
replace defective Goods where the defects appear under proper use within
12 (twelve) months from the date of the first delivery or such other
period or periods as may be agreed in writing between the Company and
the Customer whichever is the first to expire, PROVIDED THAT
12.1.1.1 notice in writing of the defects complained of shall be given
to the Company upon their appearance, and
12.1.1.2 such defects shall be found to the Company's reasonable
satisfaction to have arisen solely from the Company's faulty design,
workmanship or materials, or a combination of these.
12.1.2 For the avoidance of doubt, defects will not be regarded as
having arisen solely from the Company's faulty design, workmanship or
materials in any of the following circumstances:
12.1.2.1 where such defects arise from any drawing, design or
specification supplied by the Customer; or
12.1.2.2 where such defects arise from fair wear and tear, wilful
damage, negligence, abnormal working conditions, failure to follow the
Company's instructions (whether oral or in writing), misuse or
alteration or repair of the Goods without the Company's approval;or
12.1.2.3 where such defects arise in parts, materials, or equipment
which have not been manufactured or designed by the Company but have
been purchased at the Customer's request by the Company from their
designer and manufacturer or from some other third party ("the Third
Party Supplier").
12.1.3 Any repaired or replaced Goods shall be redelivered to the
Customer free of charge to the original point of delivery but otherwise
in accordance with and subject to these Conditions.
12.1.4 Alternatively to Condition 12.1.1, the Company shall be entitled
at its absolute discretion to refund the price of the defective Goods in
the event that such price shall already have been paid by the Customer
to the Company, or, if such price has not been paid, to relieve the
Customer of all obligation to pay the sum by the issue of a credit note
in favour of the Customer in the amount of such price.
12.2 The Customer agrees to insure itself against loss and damage
arising in the circumstances identified in clause 12.1.2.
12.3 In respect of all Goods supplied to the Company by a Third Party
Supplier the Company will pass on to the Customer (in so far as
possible) the benefit of any warranty given to the Company by such Third
Party Supplier and will (on request) supply to the Purchaser details of
the terms and conditions of such warranty and copies of any relevant
product information sheets, technical data sheets or product leaflets
issued by such Third Party Supplier and the Customer shall be solely
responsible to the entire exclusion of the Company from complying with
the same.
12.4 The Company's liability under this Condition shall be to the
exclusion of all other liability to the Customer whether contractual,
tortuous or otherwise for defects in the Goods or for any loss or damage
to or caused by the Goods, and subject to Conditions 12.7, 12.8 and 12.9
all other conditions, warranties, stipulations or other statements
whatsoever concerning the Goods, whether express or implied, by statute,
at common law or otherwise howsoever, are hereby excluded; in particular
(but without limitation of the foregoing) the Company grants no
warranties regarding the fitness for purpose, performance, use, nature
or merchantable quality of the Goods, whether express or implied, by
statute, at common law or otherwise howsoever.
12.5 Subject to Conditions 12.7, 12.8 and 12.9 and notwithstanding
anything contained in these Conditions (other than Conditions 12.7, 12.8
and 12.9) or the Contract, in no circumstances shall the Company be
liable, in contract, tort (including negligence or breach of statutory
duty) or otherwise howsoever, and whatever the cause thereof, (i) for
any loss of profit, business, contracts, revenue, or anticipated
savings, or (ii) for any special indirect or consequential damage of any
nature whatsoever.
12.6 Subject to Conditions 12.7, 12.8 and 12.9 and notwithstanding
anything contained in these Conditions (other than Conditions 12.7, 12.8
and 12.9) or the Contract, the Company's liability to the Customer in
contract, tort (including negligence or breach of statutory duty) or
howsoever otherwise arising, shall be limited to the price of the Goods
specified in the Contract.
12.7 If and to the extent that sections 6 and/or 7(3A) of the Unfair
Contract Terms Act 1977 apply to the Contract, no provision of the
Conditions shall operate or be construed to operate so as to exclude or
restrict the liability of the Company for breach of the applicable
warranties as to title and quiet possession implied into the terms and
conditions of the Contract by section 12(3) of the Sale of Goods Act
1979, or section 2(3) of the Supply of Goods and Services Act 1982,
whichever Act applies to the Contract.
12.8 If and to the extent that section 2(1) of the Unfair Contract Terms
Act 1977 applies to the Contract nothing in the Conditions shall operate
or be construed to operate so as to exclude or restrict the liability of
the Company for death or personal injury caused by reason of the
negligence of the Company or of its servants, employees or agents.
12.9 Where the Goods are sold under a consumer sale (as defined by the
Sale of Goods Act 1979) the statutory rights of the Customer are not
affected by these Conditions.
12.10 The Company shall not be under any liability for any failure to
perform any of its obligations under the Order due to Force Majeure.
Following notification by the Company to the Purchaser of such cause,
the Company shall be allowed a reasonable extension of time for the
performance of its obligations. For the purpose of this Condition,
"Force Majeure" means: Act of God, explosion, flood, tempest, fire or
accident; war or threat of war, sabotage, insurrection, civil
disturbance or requisition; acts, restrictions, regulations, bye-laws,
prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority;import or export regulations or
embargoes; strikes, lock-outs or other industrial actions or trade
disputes (whether involving employees of the Company or of a third
party); difficulties in obtaining raw materials,labour,fuel,parts or
machinery;power failure or breakdown in machinery.
12.11 The Customer accepts as reasonable that the Company's total
liability for any Goods which are defective shall be as set out in these
Conditions: in fixing that limit the Customer and the Company have had
regard to the source specification and Contract price of the Goods,
their nature, the use they will receive, and the resources available to
each party including servicing facilities and insurance cover, to meet
any liability.
13 Assignment Etc
13.1 The benefit and obligations of the contract shall not be assigned
or sublet by the customer without the prior written consent of the
company. The benefit and obligations of the contract may however be
assigned or sublet by the company providing that it shall remain
primarily responsible to the customer for its obligation hereunder.
14 Lien
14.1 The Company retains a general lien on any of the Customer's
equipment or materials in its possession for any unpaid balance the
Customer may owe to the Company. The Company shall be entitled to sell
such equipment or materials in the event that payment is not made in
full within 28 days of notice given to the Customer by the Company of
its exercise of the lien. The proceeds of sale may be taken by the
Company for reimbursement of the expense of exercise of the lien and the
sale, and payment of the said balance, and the Company shall account for
any surplus.
15 Law
15.1 The contract shall be governed by and interrupted in all respects
in accordance with the laws of England and any dispute or difference
whatsoever in connection with or arising out of the contract shall, be
refereed to the courts of the country.
16 Reference Material & Written or Verbal Advice/Recommendations
16.1 The Company or agents for The Company will always look to provide
the Customer with the best possible information however, The Company
accepts no liability for any loss or damage either directly or
indirectly linked to the provision of reference material, written or
verbal advice and recommendations or omission of aforesaid.
