Servicom

CONDITIONS OF BUSINESS

1 Interpretation

1.1                In these conditions:
'CUSTOMER'            means the individual, firm, body corporate or other body who accepts a quotation of Servicom for the sale of the Goods or whose order for the Goods or the repair or hire of the Goods is accepted by Servicom.
'GOODS'                    means the goods (including any installment of the Goods or any parts for them) which Servicom is to supply, repair or hire in accordance with these Conditions.
'SERVICOM'             means Servicom (High Tech) Ltd (registered in England and Wales under number 2353848).
'CONDITIONS'         means the standard terms and conditions of business set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Customer and Servicom.
'CONTRACT'            means the Contract for the purchase and sale or repair or hire of the Goods.
'WRITING'               includes telex, cable, facsimile transmission and comparable means of communication.
'CREDIT PERIOD’    means the credit period agreed between the Customer and Servicom or in default of agreement 14 days.

 

1.2                   The headings in these Conditions are for convenience only and shall not affect their interpretation.

2.    Basis of the Contract

2.1   Servicom shall sell and the Customer shall purchase or hire the Goods or Servicom shall repair the Goods in accordance with any written quotation of Servicom which is accepted by the Customer, or a written order of the Customer which is accepted by Servicom, subject in all cases to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Customer and Servicom.

2.3   Servicom's employees or agents are not authorised to make any representations concerning the Goods or the repair of the Goods unless confirmed by Servicom in Writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

2.4  Any advice or recommendation given by Servicom or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods following initial supply or repair by Servicom which is not confirmed in Writing by Servicom is followed or acted upon entirely at the Customer's own risk, and accordingly Servicom shall not be liable for any such advice or recommendation which is not so confirmed.

2.5   Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Servicom shall be subject to correction without any liability on the part of Servicom.

3.    Ownership and Insurance

3.1  Goods which are hired from Servicom shall at all times remain in the ownership of Servicom and the Customer shall have no rights in respect of the Goods other than as mere Bailee. The Customer shall not be at liberty to sell, assign, charge or create any sub-hire over or otherwise mis-use or abandon the Goods.

3.2  The Customer shall insure the Goods against all risks at a full replacement value and the interest of Servicom shall be noted on such policy of insurance. In the event that the Customer has to make a claim under such policy of insurance in respect of the Goods then the proceeds shall be paid directly to Servicom.

4                      Orders and specifications

4.1  No order submitted by the Customer shall be deemed to be accepted by Servicom unless and until confirmed in Writing by Servicom's authorised representative.

4.2   The Customer shall be responsible to Servicom for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving Servicom any necessary information relating to the Goods or the repair of the Goods within a sufficient time to enable Servicom to perform the Contract in accordance with its terms.

4.3  The quantity, quality and description of and any specification for the Goods or the description of any repair to the Goods shall be as set out in Servicom's quotation (if accepted by the Customer) or the Customer's order (if accepted by Servicom).

4.4  No order for the supply or repair of the Goods which has been accepted by Servicom may be cancelled by the Customer except with the agreement in Writing of Servicom and on terms that the Customer shall indemnify Servicom in full against all loss (including loss of profit),costs (including the cost of all labour and materials used) damages, charges and expenses incurred by Servicom as a result of cancellation.

5.                     Price of the Sale or Repair or Hire

5.1                   The price of the Goods shall be Servicom's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Servicom's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer after which time they may be altered by Servicom without giving notice to the Customer.

5.2                   Servicom reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods or the cost of the repair to reflect any increase in the cost to Servicom which is due to any factor beyond the control of Servicom (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Servicom adequate information or instructions.

5.3                   Except as otherwise stated under the terms of any quotation or in any price list of Servicom, and unless otherwise agreed in Writing between the Customer and Servicom, all prices are given by Servicom on an ex works basis, and where Servicom agrees to deliver the Goods otherwise than at Servicom's premises, the Customer shall be liable to pay Servicom's charges for transport, packaging and insurance. 

5.4                   The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay Servicom.

 

5.5     Servicom shall charge a minimum price of £20.00 as a handling charge to cover the cost of inspecting the Goods irrespective of whether or not any repair is then actually carried out.

6.       Terms of payment

6. 1    Subject to any special terms agreed in Writing between the Customer and Servicom, and clause 7 below in respect of hire, Servicom shall be entitled to invoice the Customer for the price of the Goods or the cost of the repair of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event Servicom shall be entitled to invoice the Customer for the price at any time after Servicom has notified the Customer that the Goods are ready for collection or (as the case may be) Servicom has tendered delivery of the Goods.

6.2     The Customer shall pay the price of the Goods or the cost of the repair of the Goods within the Credit Period notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.3     If the Customer fails to make any payment within the Credit Period then, without prejudice to any other right or remedy available to Servicom, Servicom shall be entitled to:

6.3     cancel the Contract or suspend any further deliveries or      repair work to or on behalf of the Customer;
6.3.2 appropriate any payment made by the Customer to such of the Goods or repair work (or the goods supplied or repaired under any other Contract between the Customer and Servicom) as Servicom may think fit (notwithstanding any purported appropriation by the Customer);
6.3.3 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 3 per cent per annum above Barclays Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
6.3.4 cancel the Credit Period, all payments becoming due immediately on all Goods supplied or all repairs undertaken;
6.3.5 where applicable exercise a lien over any of the Customer’s Goods in its possession; and
6.3.6 where applicable require the immediate return of the Goods.

7.       Terms of Payment for Hire

7.1     The price of the hire shall be paid as follows:

7.1.1   if the period of the hire is less than 7 days the price shall be payable immediately upon the return of the Goods;
7.1.2   if the period of hire is less than 30 days but more than 7 days, a deposit may be requested by Servicom and the balance of the price shall be payable immediately upon the return of the Goods;
7.1.3   if the period of hire is more than 30 days a deposit of 30 days rental is payable immediately and thereafter Servicom shall invoice the Customer for the price of each subsequent period of hire of 30 days (or part thereof) and payment of the price of the hire shall be due and payable within 7 days of the date of the invoice.

7.2     Goods hired for periods of hire in excess of 30 days and returned within a period of 30 days will not entitle the Customer to any refund for the unused part of the period of hire.

7.3     The provisions of sub-clause 6.3 above shall apply to the Customer in respect of the payment of the price of the hire.

8.       Delivery

8.1     Delivery of the Goods or the repaired Goods shall be made by the Customer collecting the Goods at Servicom's premises at any time after Servicom has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed by Servicom, by Servicom delivering the Goods to that place.

8.2     Any dates quoted for delivery of the Goods or repaired Goods are approximate only and Servicom shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Servicom in Writing. The Goods may be delivered by Servicom in advance of the quoted delivery date upon giving reasonable notice to the Customer.

8.3     If the Customer fails to take delivery of the Goods or fails to give Servicom 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 Servicom's fault) then, without prejudice to any other right or remedy available to Servicom, Servicom may:
8.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
8.3.2   in the case of repaired Goods give notice to the Customer in Writing to collect the repaired Goods within 7 days and if the repaired Goods are not collected within such period give notice in Writing of Servicom’s intention to sell the repaired Goods and, thereafter, sell the repaired Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) and account to the Customer for the excess over the cost of the repairs under the Contract or charge the Customer for any shortfall below the price under the Contract; or
8.3.3 sell the Goods to be supplied at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) and 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.

9.       Risk and property
9.1      Risk of damage to or loss of the Goods shall pass to the Customer:
9.1.1  in the case of Goods to be delivered at Servicom's premises, at the time when Servicom notifies the Customer that the Goods are available for collection; or

 

9.1.2  in the case of Goods to be delivered otherwise than at Servicom's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Servicom has tendered delivery of the Goods, or any other provision of these Conditions, the property in the Goods supplied for hire shall never pass to the Customer and in all other cases shall not pass to the Customer until Servicom has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Servicom to the Customer for which payment is then due.

9.3     Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Servicom's fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Servicom's property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to Servicom for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

9.4     Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Servicom shall be entitled at any time to require the Customer to deliver up the Goods to Servicom and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

9.5     The Customer 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 Servicom but if the Customer does so all moneys owing by the Customer to Servicom shall (without prejudice to any other right or remedy of Servicom) forthwith become due and payable.

10.     Maintenance of Goods

10.1   Where Goods are supplied to a Customer for hire, the Customer shall ensure the Goods are properly maintained and kept in good order and condition at all times. The Customer shall notify Servicom of, and is responsible for making good, any damage or loss to the Goods which may occur for any reason whatsoever.

10.2   In the event of default by the Customer which results in Servicom having to repair or replace any part of the Goods, the Customer shall be liable to pay the cost of such repair or replacement as part of the price of the hire.

11.    Warranties and Claims

11.1   Subject to clause 12 and the conditions set out below Servicom warrants that the repaired Goods will be free from defects in material and workmanship for a period of 3 months from the date of delivery.

11.2   The above warranty, in respect of repaired Goods only is given subject to the following conditions:
11.2.1                                      Servicom shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow manufacturers instructions, misuse or alteration or further repair of the Goods without Servicom’s approval;
11.2.2                                      Servicom shall be under no liability in respect of the above warranty if the total price for the repair of the Goods has not been paid by the Customer on the date for payment

11.3  Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to Servicom within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify Servicom accordingly, the Customer shall not be entitled to reject the Goods and Servicom shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

11.4   Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Servicom in accordance with these Conditions, Servicom shall be entitled to replace the Goods (or the part in question) free of charge or, at Servicom's sole discretion, refund to the Customer the price of the Goods (or have a proportionate part of the price), but in the case of repaired Goods Servicom shall be entitled to inspect and repair the Goods once more free of charge, but in either circumstance, Servicom shall have no further liability to the Customer.

11.5   Except in respect of death or personal injury caused by Servicom's negligence, Servicom shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Servicom, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer, except as expressly provided in these Conditions.

 

 

 

 

11.6   Servicom shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Servicom's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Servicom's reasonable control. Without prejudice to the generality of the foregoing, the following shall he regarded as causes beyond Servicom's reasonable control:
11.6.1              Act of God, explosion, flood, tempest, fire or accident;
11.6.2              war or threat of war, sabotage, insurrection, civil disturbance or requisition;
11.6.3              acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the pail of any governmental, parliamentary or local authority;
11.6.4 import or export regulations or embargoes;
11.6.5              strikes, Lockouts or other industrial actions or trade disputes (whether involving employees of Servicom or of a third party);
11.6.6              difficulties in obtaining raw materials, labour, fuel, parts or machinery;
11.6.7              power failure or breakdown in machinery.

12.     Servicom’s Warranties and liability in respect of hired Goods

12.1   Servicom warrants that Goods supplied for hire shall be of satisfactory quality and fit for their purpose.

12.2   Should any defect occur in Goods supplied for hire other than as a result of wilful negligence, abnormal working conditions, failure to follow the instructions for the use of the Goods (whether oral or in Writing) misuse or alteration or repair of the Goods, Servicom shall replace the faulty Goods as soon as is practicable following the return of the Goods to Servicom’s premises at no charge to the Customer.

12.3   The provisions of Clauses 11.2.2, 11.5 and 11.6 where applicable shall apply to limit Servicom’s liability to a Customer in respect of Goods supplied for hire.

13     Insolvency of Customer

13.1   This clause applies if..

13.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or(being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
13.1.2              an encumbrant takes possession, or a receiver is appointed, of any of the property or static_assets of the Customer; or
13.1.3              the Customer ceases, or threatens to cease, to carry on business; or
13.1.4              Servicom reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

13.2   If this clause applies then, without prejudice to any other right or remedy available to Servicom, Servicom shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

14    General

14.1   Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

14.2   No waiver by Servicom of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.3   If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

14.4   Any dispute arising under or in connection with these conditions or the sale of the Goods shall be subject to the Jurisdiction of the English Courts.

14.5   The Contract shall be governed by the laws of England.