Asdon Group Terms of Business/Conditions of Sale

 

GENERAL:

 

  1. The following Standard Conditions of Sale shall apply in all transactions and contain all the terms thereof except as otherwise specifically agreed in writing by the Company and Customer.

PAYMENT TERMS:

  1. (a) Technology Services Division – Non Direct Debit – All accounts are 14 days from date of invoice.

(b) Technology Services Division – Direct Debit – All Accounts are strictly 30 days from date of invoice and payment is by Direct Debit in respect of Service Agreements, Contracts, Software Subscriptions, Renewals, General Sales and Technology Projects and related services.

*Subscriptions, Renewals, Service Agreements are collected in full at the next Direct Debit collection point.

*General Sales & Technology Projects are on a split payment basis, 50% Deposit 30% Work in Progress 20% on completion as per quotation – (unless project exceeds 60 days in which case the remaining balance will be collected)

(c) Office Products Division – All accounts are strictly 30 days from date of invoice unless otherwise stated.

Interest shall be charged on all outstanding accounts at the rate of 3% above HSBC base rate. Accounts that are 15 days overdue will be placed on hold until payment is received.

 

QUOTATIONS:

 

  1. Quotations are valid for 7 days from date of issue unless otherwise stated.

VAT

  1. All prices quoted or accepted are exclusive of VAT, which will be charged at the prevailing rate.

DELIVERY:

  1. The Customer shall inspect the goods immediately on the arrival thereof and shall within three days from such inspection (in this respect time shall be of the essence) give notice in writing to the Company of any matter by reason whereof he alleges that the goods are not in accordance with the contract. If the Customer shall fail to give such notice, the goods shall be deemed in all respects in accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly.

RETURNS/CREDIT:

  1. Goods are not returnable: unless

Damages has occurred – customer must notify immediacy

The quality of the goods are defective – customer must notify immediacy

 

OWNERSHIP:

 

  1. (i) Notwithstanding delivery and the passing of risk to the Customer the property in the goods shall remain in the Company’s possession until the Customer has paid all monies owed by him to the Company under this or any other contract or otherwise and that by virtue of the fiduciary relationship between the Customer and the Company the Customer will hold the proceeds of sale in trust for the Company absolutely to pay there out all monies due to the Company under this or any other contract or otherwise;

 

(ii) The Customer agrees that in the event of the goods being made into any product either alone or mixed with other materials or becoming a constituent of any such materials or product, the Customer herein declares that (1) the ownership of the product and/or materials belongs to the Company as security for the payment of all monies due on foot of this contract, (2) by virtue of the fiduciary relationship between the Customer arid the Company he holds the proceeds of sale of any such product and/or materials in trust for the Company absolutely to pay thereout all monies due by the Customer under this or any other contract or otherwise and (3) he shall execute at his expense any deed document or paper or do any act or thing necessary to vest the title to the said product and/or materials in his possession and to transfer the proceeds of sale thereof to the Company;

 

(iii) The Company may recover the goods at any time from the Customer if in the Customer’s possession if the amount outstanding from the Customer to the Company in respect of the goods supplied has not been paid in full and for that purpose the Company its servants and agents may enter upon any land or buildings upon which the goods are situated; provided that if the Company shall resell the goods so recovered, or any part thereof, the Company shall give the Customer credit for any sum received by it in excess of the unpaid price (including any interest charged hereunder) of such goods.

 

FORCE MAJEAURE, ETC:

  1. The Company shall be relieved of liabilities incurred under this contract wherever and to the extent to which the fulfilment of such obligations is prevented frustrated or impeded as a consequence of any act of God, war, strikes, Government regulations or orders, national emergencies, lock outs, fire, flood, drought, riot, explosion, tempest or any other cause (whether or not of a like nature) beyond the control of the Company or owing to any inability by the Company to procure materials or articles required for the performance of the contract and the Company shall not be held responsible for any inability to delivery caused by any such contingency.

RISK AND BENEFICIAL OWNERSHIP:

  1. The risk in the goods passes to the Customer upon delivery but subject always to clause 7 hereof.

CONTRACTS:

  1. The Company shall have the option (without prejudice to any of its other rights. against the Customer) by notice in writing to the Customer to rescind any contract between the Company and the Customer or to suspend delivery in the following events:

(i) should any sum owing by the Customer to the Company be overdue, whether under the same or any contract;

(ii) should the Customer be in breach of any term of the same or any other contract with the Company:

(iii) should the Customer enter into any composition or arrangement with or for the benefit of his creditors, have a receiving order in bankruptcy made against him or (if a corporate body);

(iv) should it have a resolution passed or petition presented to wind up its business (other than for the purpose of amalgamation or reconstruction) or if a Receiver be appointed of its undertaking, property or assets or any part thereof or have a judgement or decree marked against him.

 

  1. The price shown is, unless otherwise stated, for the supply and delivery only and does not include installation, servicing, maintenance and cost of labour in removing faulty parts or fitting new parts.

 

  1. Examination of the goods has been made by or on behalf of the Customer in accordance with Condition 5 and no warranty condition description or representation on the part of the Company is given or implied by these Conditions nor is any warranty condition description or representation to be taken, given or implied from anything said or written in the negotiations between the parties or their representatives prior to the sale governed by these Conditions and any statutory or other warranty conditions or description express or implied as to the state quality or fitness of the goods subject to these Conditions is hereby expressly excluded.

 

  1. The contract shall be governed and interpreted in accordance with the Law of Northern Ireland.

 

  1. The giving of time by the Company or failure by the Company to seek to enforce its rights against the Customer shall not amount to a waiver of any of the terms or conditions hereof.

 

  1. In these Conditions unless the context otherwise so requires:

 

(a) words importing the masculine gender only shall include the feminine and neuter genders, words importing the singular number only shall include the plural number and vice versa: and

 

(b) where two or more persons or corporate bodies are included in the expression “the Customer’ each and every covenant, agreement, obligation or provision whatsoever expressed to be given, made effected or undertaken by them shall be deemed to be given, made, effected or undertaken jointly and severally by or to relate separately to each of the persons or corporate bodies included within that expression.