| |||||
|
xxxxxxxxxxxx |
Karlton Limited Standard Conditions of Contract 1.
PRELIMINARY KARLTON
LIMITED ("Karlton") contracts subject to the terms and
conditions set our below.
No additions to or modifications thereof shall form part of the contract
unless accepted by Karlton in writing.
These terms and conditions shall override and take the place of any other
terms and conditions in any document or other communication of/with the Customer
used in concluding the contract with Karlton.
In these conditions the Equipment means any equipment, machinery, parts,
spares, computer software and any other goods or services supplied by Karlton. 2.
TIME (a)
Any period of times stated for delivery or for compliance with any other
contractual obligations of Karlton are estimates only and in any event Karlton
accepts no responsibility for loss or damage resulting from delay or failure to
notify the Customer of any such delay. (b)
Estimated times run from the date of Karlton's acceptance of the
Customers written order together with any payment due with such order and
receipt of all samples, information, drawings, licences and consents necessary
to proceed with the order. (c)
Changes in specification or additional work or revised instructions
relating to any aspect of the contract will entitle Karlton to vary any
estimates or price and/or time for completion of the contract. 3.
PRICES Unless
otherwise specified prices are for delivery ex Karlton's offices and are subject
to Karlton's right to increase any prices to take account of delivery charges,
insurance costs, special handling charges (if any) and/or packaging charges (if
any), agreed changes in the Specifications or changes in any taxes, duties or
levies charged on or in relation to the Equipment or goods, materials or
services used on or in relation to this contract and/or any extra cost or
expense incurred by Karlton as a result of site conditions, delays
interruptions, lack of information, changes in exchange rates and/or without
limitation any other factors beyond Karlton's control. 4.
DESPATCH AND DELIVERY (a)
Unless otherwise agreed in writing delivery of the Equipment will be ex
works. (b)
Where despatch is delayed through the Customer's unwillingness or
inability to arrange carriage or to make any payment due prior to despatch
Karlton may effect delivery of the Equipment by giving written notice that it is
ready for despatch. (c)
If the Equipment is stored by Karlton at the Customer's request or after
notice has been given that the Equipment is ready for despatch the Customer
shall reimburse Karlton for all costs and expenses of storage (including any
necessary transit costs and insurance). 5.
SHIPMENT (a)
The Customer shall be responsible for inspecting the Equipment or product
on arrival
and shall notify Karlton immediately if there is any damage, discrepancy or
shortage within
7 days after receipt of notice of despatch in the event of non-arrival. (b)
The Customer specifically authorises Karlton to make any such contract of
carriage and/or insurance on behalf of the Customer as Karlton considers
necessary and Karlton will be under no obligation to notify the Customer thereof
so as to enable the Customer to insure the Equipment during sea transit (if
any). The
Customer shall be responsible for complying with all conditions and requirements
of the carriers. 6.
PROPERTY RISK AND INSURANCE (a)
Property in the Equipment or product shall remain with Karlton until Karlton has
received the full amount of the price or until prior sale by the Customer
in which later event Karlton shall be entitled to the proceeds of resale or to
claim for such proceeds, so long as property in the equipment remains with
Karlton and the Customer is in default in any obligation under this agreement
Karlton shall have the right with or without prior notice to the Customer to
retake possession of the Equipment or product and for that purpose to go upon any premises
occupied by the Customer and on such retaking of possession this Agreement shall
be terminated but without prejudice to the rights of Karlton to enforce any
other or additional remedy existing at the time of termination in respect of
such default. (b)
The risk in the Equipment or product shall pass to the Customer on despatch;
thereafter the Customer shall be responsible for the satisfactory care and
protection of the Equipment and shall take out at its own expense adequate and
comprehensive all risks cover on the Equipment until Karlton has received
payment of the price in full. 7.
PAYMENT (a)
Unless otherwise agreed in advance in writing the price must be paid on
or before delivery. (b)
In no case shall any dispute concerning any items or separate part of the
Equipment or work or any further contractual obligation of Karlton to the
Customer affect the Customer's obligation in respect of payments for other
parts. If
any part of installment of the price is not paid when due or work on the
Equipment is held up for any reason attributable to the Customer, or the
Customer incurs bankruptcy, insolvency, liquidation or the appointment of a
Receiver, the full price of the Equipment less any sums already paid in respect
of the Equipment and/or work done by Karlton shall immediately become due and
payable by the Customer and Karlton may at its option cancel the contract or
cancel or suspend despatch. (c)
Without prejudice to any other right of Karlton all overdue payments
shall carry interest at the rate of three per cent per month or part month on
the amount or amounts for the time being outstanding. (d)
In the event that the Customer does not take delivery of the whole
quantity of the Equipment which is the subject of any contract to which these
conditions apply on the date or within the time laid down by such contract then,
without prejudice to any other remedy available to Karlton, any discount or
other allowance in respect of quantities of goods ordered which is or would be
otherwise allowed to the Customer shall be recalculated to the level of goods or
services actually accepted by the Customer. 8.
WARRANTY (a)
Any defect in or failure of the Equipment shall be notified in writing
forthwith to Karlton.
Karlton will, on the basis indicated below, make good by repair (at
Karlton's option) or exchange the Equipment or part thereof which are shown to
Karlton's reasonable satisfaction to have proved defective in materials or
workmanship under proper use and maintenance within the period of three months
after delivery.
Karlton shall decide whether such making good shall be effected at the
offices of the Customer or at Karlton's offices.
Defective Equipment or parts which are returned to Karlton's offices must
be carriage paid by the Customer both to and from Karlton's offices. (b)
Dispute in quality or dimensions of any one delivery shall not be a
ground for cancellation of the outstanding part of the order, agreement or
contract. (c)
The warranty contained in this condition is in lieu of all conditions and
warranties whatsoever (whether express or implied and whether arising at Common
Law or by statue) all of which are hereby excluded to the extent permitted by
law and provided always that nothing herein shall be deemed to exclude the
warranty as to title implied by S.12 of the Sale of Goods Act 1983, or diminish
the statutory rights of the Consumer. 9.
PERFORMANCE DATA Any
performance figures quoted or referred to in any specification or other document
used in concluding a contract are estimates only, based on assumed conditions in
a well managed office with experienced, adequate and efficient operators and
appropriate services, and proper use of satisfactory materials. 10.
TELECOMMUNICATIONS EQUIPMENT When
the Equipment supplied by Karlton is to be used in conjunction with British
Telecom lines or apparatus then the following additional conditions shall apply. (I)
British Telecom shall have the right to require modifications to be
carried out to Equipment which is already installed and in use.
Any modifications required will be carried out at the Customer's expense. (II)
In no event shall Karlton be liable for any damage, loss or injury to
British Telecom equipment or personnel in connection with or arising out of the
Customer's act or neglect. 11.
FORCE MAJEURE AND FRUSTRATION Karlton
shall:- (I)
in any event not be liable for loss or damage, and (II)
be entitled to cancel or rescind the contract; If
the performance of its obligations under the Contract is in any way adversely
affected by any cause whatsoever beyond Karlton's control including but not
limited to the delays or defaults of suppliers or the default of any
subcontractor, war, strike, lockout, trade dispute, flood accident to plant or
machinery, shortage of materials or labour. 12.
CANCELLATION No
contract or order may be cancelled without Karlton's written consent.
In the event that cancellation is agreed for whatever reason, the
Customer shall indemnify Karlton against all cost, claims, loss and expenses
occasioned thereby including any consequential loss and loss of profit. 13.
COMPUTER SOFTWARE (a)
All computer programs supplied by Karlton are copyrighted by Karlton,
and/or by the suppliers, developers or publishers of such programs.
Where goods incorporate software, Karlton only transfers to the Customer
a license to use the software limited as indicated in these Conditions of
Contract and in accompanying documentation.
The customer may not copy or otherwise reproduce any part of such
programs, or program documentation.
The customer shall not remove any trade marks or copyright notices.
Any lost or stolen software protection hardware device (e.g. dongle) will
not be replaced under any circumstances. (b)
The customer shall safeguard all Software supplied against unauthorised
disclosure, and will use the Software only on one computer system as designated
on the Customer's registration form, and in accordance with the Software Licence
Agreement. The
Customer warrants compliance with the licence conditions of the software
developer/publisher and conditions of supply. (c)
Whenever a choice of versions of computer programs or software packages
is available, Karlton will have exclusive discretion as to the selection of
country of origin, contractor, supplier, distributor, packaging and version of
the English Language used (UK, American, Canadian, etc.).
Unless agreed otherwise in writing Karlton will supply either a Version
Upgrade, or a Competitive Upgrade/Tradeup, if available, of the Software Package
requested. (d)
Karlton may voluntarily provide, without obligation, the facility of a
free Technical Support Telephone Hotline for some software products, for a
period of 30 days from the date of invoice.
Neither Karlton nor the program developers/publishers, if different, will
be under any obligation to provide any technical support facilities or special
consideration for upgrades.
The full range of products and services offered by the regional/country
local offices of the software developers/publishers/distributors, including
Technical Support and Software Upgrade facilities may not be available to the
customer. (e) The Customer will not open any packet containing computer programs until these Standard Conditions of Contract have been read. By opening such a packet the Customer signifies that he/she has read these Terms and Conditions and accepted their terms. (f)
14.
GENERAL (a)
To the extent permitted by law, Karlton's liability under any contract is
limited to making good defects or failures to the extent provided in condition 8
hereof and subject thereto Karlton shall not in any circumstances be liable for
any loss, damage or expense (including indirect and consequential loss or
damage) of any nature howsoever arising, and including but not limited to any
loss resulting directly or indirectly from the negligent act or default of
Karlton, its servants, agents or suppliers or from anything supplied or
specified by the Customer or from the failure to or delay in supply of any such
thing. The Customer shall reimburse Karlton for all costs, losses and
damages arising directly or indirectly from the use of or late/non-delivery of
anything supplied or specified by the Customer. (b)
The Customer shall not rely upon any representations as to the Equipment
or its fitness for any particular purpose, unless made by Karlton in
writing. (c)
Any indulgence granted by Karlton to the Customer or any waiver by Karlton of
its rights under these Terms and Conditions in respect of any particular
transaction or series of transactions shall not be deemed an agreement to confer
the same indulgence or waiver of Karlton's rights in respect of any further
transaction(s). 15.
LAW This
Contract shall be subject to and construed in accordance with the laws of
England in all respects as an English contract subject to the Exclusive
jurisdiction of the English Courts.
Important Notice
©2008 Karlton Limited Registered in England No 05475094
|
|
Copyright 2010 Karlton Limited - E&OE - All Products, Services and Information are provided subject to Karlton's Standard Conditions of Contract, Risk Warnings and Risk Disclaimers. |