Active Information Systems Ltd.
Standard Terms & Conditions
Definitions
- The “company” is Active Information Systems Ltd.
- The “customer” is the organisation, firm, company or persons placing an order with Active Information Systems Ltd.
- The “goods” are all finished goods, parts or materials which are specified by the customer’s order and are supplied to the customer under these terms and conditions of sale.
- The “services” are all supplied labour or consultancy either direct or subcontracted as specified in the customer’s order and supplies under these terms & conditions of sale.
- The “contract” is the contract formed by the company’s acceptance of the customer’s order.
Formation of Contract
- There shall be no binding contract between the company and the customer until the company accepts the customer’s order either by issuing a delivery note for the goods or services or by raising an order confirmation.
- All orders are accepted subject to the company’s terms and conditions of sale and no terms and conditions of sale submitted by the customer shall be binding unless specifically accepted by the company in writing.
- These terms and conditions shall apply to each individual order raised by the customer and no waiver or act of non-enforcement shall prejudice the company in relation to any other order that may be placed or in progress
Prices
- Unless otherwise specified prices are for delivery at the company’s premises and exclude all taxes, delivery, handling and insurance.
- Taxes such as VAT will be enforced at the current rate at the point of invoice.
- The company reserves the right to increase, without notice, quoted prices after the date of the company’s acceptance of an order to cover:
- Price increases by suppliers to the company. In this instance the customer may have the option to cancel the order without penalty.
- Extra costs incurred as a result of the cancellation, alteration or rescheduling of orders due to the customers instructions or lack of instructions
- Fluctuations in currency exchange rates and importation duties and taxes which increase the cost to the company of the goods imported into the UK for resale to the customer.
Risk
- Notwithstanding any provision herein contained the company shall not be liable for any loss or damage of any nature to the goods after the same shall have been delivered or passed to the customer or the customer’s agent.
Payments and customer order cancellation
- Unless otherwise expressly agreed in writing by the company prior to delivery of the goods or performance of the services, payment must be made within the time specified on the invoice in pounds sterling by either cash or a cheque drawn on a UK bank at the company’s premises or by cleared payment direct to the company’s bank account. Our standard payment periods are listed in section 7. Special terms may be negotiated by formal request in writing and agreed by both the company and the customer.
- The company will invoice on the day of delivery with the customer.
- Without prejudice to any other right of the company, any overdue payment shall bear interest at the rate of 1.5% per calendar month or part thereof from the date of the invoice of any amounts outstanding until full payment is received.
- The company shall be entitled to cancel the contract if the customer commits any available act of bankruptcy or does anything which would entitle a receiver to take possession of the goods or which would entitle any person to present a petition for winding-up or bankruptcy.
- Cancellations of orders by the customer for goods with insufficient or reasonable time for the company to cancel their agreements with the company’s sub suppliers, will subject the customer to a restocking charge .
Availability
- The company where practical will endeavour to provide availability of goods and services as quoted. There are some instances where original items may not be readily available. In this circumstance the company will agree in writing with the customer an agreed alternative product or service. The customer’s rights are not affected in this instance though they will be bound to the terms of payment and cancellation as in section 5.
Account Terms
- New customers are required to complete an account application form. The company will then decide an initial credit limit suitable for the customer.
- First orders are issued on a Pro-Forma invoice and payment is to be made in advance.
- Subsequent orders over £5000 – 50% of order value in advance of delivery and balance paid within 30 days of invoice.
- All invoices are at point of despatch from the company.
Retention of Title
- The company shall retain full title to the goods until full payment has been received in respect of the supply of the goods to the customer.
- Until receipt of payment of the goods the customer shall hold the goods at bailee for the company in a fiduciary capacity although the customer shall be entitled to sell the goods to a third party within the realms of normal business conduct on the condition that the customer shall account to the company all proceeds of such sale or hold the same in trust until full payment is made.
- The customer shall be entitled to incorporate any parts supplied as goods into other product in the course of business on the condition that the ownership of the product shall vest in the company until full payment has been made.
- The customer shall store all goods for which payment has not been made in full and identify them as the company’s property until such payment has been made.
- If the company cancels the contract under clause 5 point 4, the company shall have the right, without prejudice to any other remedies, to enter, without prior notice, the premises where the goods owned by the company may be, and to repossess and dispose of any goods owned by the company so as to discharge any sums owed by the customer.
Delivery
- All delivery times are quoted in good faith but time shall not be deemed as to be of essence. The company shall not be liable for any direct, indirect or consequential loss or damage resulting from late delivery of goods.
- The customer shall not be entitled to treat the contract as repudiated by reason of late delivery.
- Any claim for damaged goods or short delivery must be made within three days of receipt of the goods in writing.
Warranty
- Warranty terms & conditions are dependent on individual manufacturers’ provision on their goods. The company will provide reasonable assistance to the customer were possible in warranty issues relating to the original manufacturers of the customer’s goods.
- Installation or service work is covered by a 4 week basic warranty. This will entitle the customer to any reasonable provision to rectify problems or outstanding issues for an installation. This provision does not constitute an automatic refund or means to return goods to the company.
- Any customer not satisfied with the goods or services provided by the company are asked to present their case in writing to the Managing Director. If appropriate the company may appoint an independent party in the resolution of any warranty dispute.
- The following exclusions apply:
- Customer misuse.
- Damage other than manufacturing defects.
- Transit/Courier damage.
- Incorrect voltage or power supply used.
- Abnormal environmental operating conditions.
- Modification to the unit or inexpert/attempted repair.
- No fault found – where no fault can be found after extensive testing, indicating user error or failure in ancillary equipment.
- Should any of the above exclusions apply the company reserves the right to raise any relevant charges to the customer.
- The company reserves the right to nominate an approved third party to effect any repairs if necessary.
- The provision of loan equipment is not covered unless specifically agreed in writing by the company.
- The customer will ensure that the defective equipment will be correctly boxed in original packing or a suitable replacement. No liability is accepted for loss of use or consequential damage
- Transit damage caused by inadequate packaging is the liability of the customer.
- The customer shall ensure that all returns bear a valid RMA number which must be obtained from the company prior to the goods being returned.
Technical Specifications
- The company shall have the right to make any engineering or material changes so long as compliance with the functional specification is maintained and mandatory requirements are not affected.
- The company will provide sufficient documentation to use the goods provided.
Law
- All contracts shall be subject to and construed in accordance with the laws of England and in all respects as an English contract subject to the jurisdiction of the English courts.
- The customer agrees to submit to the non-exclusive jurisdiction of the English courts.
- Customer misuse.
- Damage other than manufacturing defects.
- Transit/Courier damage.
- Incorrect voltage or power supply used.
- Abnormal environmental operating conditions.
- Modification to the unit or inexpert/attempted repair.
- No fault found – where no fault can be found after extensive testing, indicating user error or failure in ancillary equipment.
