| 1.
INTERPRETATION
1.1
In these Conditions
unless the context otherwise
permits:-
"Authorised
Representative"
means a person whose
job title is that of
Director or Managing
Director or a person
who holds the office
of director.
"Consumer"
shall mean any natural
person who in the contract
with the Customer is
acting for purposes
that are not related
to his trade, business
or profession.
"Customer"
means the person, firm,
company, entity or organisation
with whom IT Help contracts
for the sale of Products
and/or supply of Services.
"the
Conditions/ these Conditions"
means the standard terms
and conditions of sale
set out in this document
or such replacement
standard terms and conditions
notified to Customer
as are in force at the
date of the Contract
and which at that date
appear on IT Help`s web
site at www.ithsc.com
and/or which are available
on request at IT Help`s
principal trading address
at Prama House, 267 Banbury Road,
Oxford, OX2 7HT, England.
"the
Contract"
means any contract for
the purchase and sale
or other supply of Products
and/or the supply of
Services by IT Help to
a Customer.
"Electronic
Means" means
any electronic means
including without limit
on the Web, by EDI or
XML, or similar..
"IT Help"
means IT Help and Support Centre Ltd (registered
in England number 7152675)
with its registered
office at 10 Broad Street, Abingdon, Oxfordshire, OX14 3LH,
England.
"Products"
means any Products (including,
for the avoidance of
doubt software and installments
of the Products or any
parts of or for them)
sold by IT Help to a Customer.
"Services"
means any services supplied
by IT Help to the Customer.
"Special
Order Products"
shall mean Products
that are classified
in IT Help`s current comprehensive
product listing as special
order products or have
been ordered specifically
by Customer or configured
to Customer`s specifications.
1.2
The headings in these
Conditions are for convenience
only and shall not affect
their interpretation.
1.3
The Conditions shall
apply to sales of all
Products including Special
Order Products ordered
for shipment to or within
the UK mainland. IT Help
reserves the right to
apply supplemental or
other terms for Products
to be shipped by IT Help
outside the UK mainland.
2.
BASIS OF THE SALE
2.1
All Contracts between
IT Help and a Customer
shall be governed by
these Conditions (and,
where applicable, any
other terms and conditions
pursuant to Clause 1.3)
to the exclusion of
any other terms and
conditions not accepted
in writing by an Authorised
Representative of IT Help,
including without limit
any terms on or referred
to in any Customer purchase
order. In the case of
orders placed by Electronic
Means which refer to
any terms and conditions
of the Customer IT Help`s
automatic taking on
to its system of such
order shall amount to
a rejection of the Customer`s
terms and conditions
and an offer to supply
the Products ordered
on the basis of these
Conditions. No variation
to these Conditions
shall be binding unless
agreed by letter signed
by an Authorised Representative
of IT Help. It is the
Customer`s responsibility
to be aware of the Conditions
as current from time
to time but IT Help will
use best efforts to
notify Customer of any
material changes to
the Conditions before
they become applicable.
In addition to any acceptance
of these Conditions
by signing IT Help`s account
application form, the
Customer`s acceptance
of these Conditions
shall also be made (in
respect of the first
Contract and all subsequent
Contracts) either by
(1) Customer providing
a purchase order to
IT Help or (2) Customer
accepting Products or
Services from IT Help,
whichever occurs first.
2.2
No employee or agent
of IT Help other than
an Authorised Representative
has any authority to
make any representation
at all concerning Products
or Services and an Authorised
Representative has no
authority to make such
representation other
than by letter (an "authorised
representation") and
accordingly Customer
agrees that in entering
into any Contract it
does not rely on any
unauthorised representation
and Customer agrees
it shall have no remedy
in respect of any unauthorised
representation (unless
made fraudulently) .
3.
CUSTOMER IDENTIFICATION
3.1
In placing an order
including by Electronic
Means Customer may utilise
one or a combination
of account name, account
number and other forms
of identification including
password or other code
issued to Customer (together
and individually "Customer`s
Identification" or "Customer
Identification").
3.2
It is the Customer`s
responsibility to keep
the Customer`s Identification
confidential. Customer
has the sole responsibility
for its Customer Identification.
Customer shall immediately
inform IT Help in case
of loss of password
or in case of any abuse
or attempted abuse of
Customer password or
other Customer Identification.
Customer agrees that
Customer is entirely
responsible for use
of Customer`s Identification
and that it is Customer`s
responsibility to have
in place security measures
and procedures to ensure
use of its Customer
Identification only
by authorised personnel
for authorised purposes.
3.3
Customer agrees that
IT Help is entitled to
rely absolutely on any
orders placed on IT Help
which have utilised
Customer`s Identification
and to deliver as directed
by such orders and to
invoice and be paid
in respect of such orders.
3.4
Customer agrees that
any order placed on
IT Help including by Electronic
Means mentioning or
utilising Customer`s
Identification is a
valid and binding purchase
order.
3.5
Customer acknowledges
that IT Help cannot guarantee
the security of the
Internet and the possibility
of interception or corruption
of data transmitted
from Customer to IT Help
using correct Customer
Identification, and
that IT Help is nonetheless
entitled to rely on
data transmitted in
the form it is received
at IT Help.
4.
INFORMATION
4.1
All Product pricing,
description, availability
and related information
("Information") provided
by IT Help, in any form,
is the property of IT Help
or its suppliers. IT Help
hereby grants Customer
a limited, non-exclusive,
non-transferable license
to use the Information
for its internal use
only for the purpose
of Customer`s purchases
and sales of Products
sold by IT Help to it.
IT Help shall be entitled
to stop the provision
of Information at any
time without notice.
Customer agrees to hold
in confidence and not
to directly or indirectly
use, reveal, report,
publish, disclose or
transfer to any other
person or entity any
of the Information or
utilise the Information
for any purpose except
as permitted herein.
IT Help makes no warranty,
either express or implied
on the Information or
its accuracy. All Information
is provided to Customer
"as is." If IT Help provides
Information to Customer
by Electronic Means,
Customer agrees to update
such Information regularly
to ensure its accuracy.
Customer agrees to hold
in confidence and not
to directly or indirectly
use, reveal, report,
publish, disclose or
transfer to any other
person or entity any
of the Information or
utilise the Information
for any purpose except
as permitted herein.
Specifically but without
limitation Customer
is not entitled to utilise
Information for any
purpose other than in
the normal course of
business of a reseller
and is not entitled
to use, reproduce or
display the Information
in any way, which in
IT Help`s opinion; (1)
would enable it to be
identified as information
obtained from IT Help
(2) would enable comparison
of the Information with
other suppliers` information
relating to products
or (3) could be damaging
to IT Help`s business
interests.
4.2
IT Help agrees to hold
in confidence and not
to directly or indirectly
use, reveal, report,
publish, disclose or
transfer to any other
person or entity any
Customer sensitive information
or utilise such information
for any purpose if Customer
has notified IT Help in
writing that it is confidential.
5.
ORDERS AND SPECIFICATIONS
5.1
The Customer shall be
responsible to IT Help
for ensuring the accuracy
of the terms of any
purchase order.
5.2
IT Help reserves the right
to make any changes
to the Contract due
to changes in the specification
of the Products which
are required to conform
with any applicable
safety or other statutory
requirements. These
changes will be duly
notified to the Customer.
The Customer cannot
cancel or reschedule
the Contract provided
the changes do not alter
the material terms of
the Contract. For other
types of changes, the
possibility of cancellation
will be subject to IT Help`s
discretion and conditions.
5.3
IT Help is under no obligation
to accept the withdrawal
of an order or the cancellation
of a Contract which
has been accepted by
IT Help. If IT Help agrees
to accept the Customer`s
withdrawal of any order
or the cancellation
of a Contract such agreement
will only be effected
by means of letter,
fax or email signed
or sent by an Authorised
Representative of IT Help.
5.4
Notwithstanding any
other terms of these
Conditions it is agreed
that the provision or
display of Product pricing
and other Information
(as defined in Clause
4.1) by IT Help to Customer
does not amount to an
offer by IT Help to sell
such Product at that
price or on any other
terms. Supply of such
Information is only
an invitation to treat.
An order by the Customer
for Product or Services
shall be the offer.
5.5
In the case of orders
placed by Electronic
Means only, notwithstanding
any acceptance by IT Help
of any offer for any
Product, if there has
been a material or obvious
pricing error by IT Help,
IT Help shall be entitled
within 30 days of its
acceptance of such offer
to either invoice the
Customer for the Customer`s
true list price (not
exceeding the prevailing
market price at wholesale
level) of the Product
at the date of order
or, if the Customer
shall prefer, collect
the Product at IT Help`s
expense and credit the
Customer for any charges
(e.g. price and freight)
invoiced by IT Help.
6.
PRICE OF THE PRODUCTS
6.1
Subject to the provisions
of Clause 5.5 and Clause
6.2:-
6.1.1
Prices for Products
in IT Help`s stock ready
to be shipped will
be established at
the time the order
is accepted by IT Help;
6.1.2 If the Customer
places an order for
Products not in stock
at the time of order
(a "Backorder") or
the Customer places
an order for scheduled
delivery, such orders
shall be irrevocable
and the price for
such Products shall
be the price established
at the time the Backorder
or scheduled delivery
is accepted by IT Help.
6.2
Notwithstanding any
of the foregoing IT Help
reserves the right to
increase its prices
after acceptance of
an order due to an increase
in its supplier`s price
to IT Help or an increase
in direct costs to which
IT Help becomes subject
(including without limit
costs resulting from
currency fluctuation)
but IT Help shall only
increase its price by
such level as is necessary
to reflect such increases.
6.3
All prices exclude the
cost of delivery from
IT Help`s warehouse to
the Customer`s delivery
point, configuration,
fulfillment and other
services provided by
IT Help.
6.4
All prices and charges
are exclusive of any
applicable Value Added
Tax, which the Customer
will be additionally
liable to pay to IT Help.
Unless otherwise stated
prices exclude any copyright
levies, waste and environmental
fees, and similar charges
that IT Help by law or
statute may or shall
charge or collect upon
resale.
6.5
If Customer is offered
special pricing for
certain orders and such
pricing is made available
to IT Help from its suppliers
("Special Bids"), the
Customer shall adhere
to the terms and conditions
of such Special Bids
and agrees to indemnify
IT Help for any claims
made against IT Help by
the suppliers for Customer`s
non-compliance with
the supplier`s terms
and conditions. Customer
agrees to pay any service
fees charged for IT Help`s
pass-through of Special
Bids and other supplier
driven benefits the
Customer may receive,
including any marketing
funding, price protection
and individual rebates,
and agrees that pass-through
and payment of such
benefits will be subject
to IT Help having received
the benefits from its
supplier.
7.
TERMS OF PAYMENT
7.1
Unless IT Help shall have
previously agreed in
writing with the Customer
that the Products shall
be supplied on credit,
payment for the Products
shall be made in full
by the Customer with
the Customer`s order
or on delivery or collection
of the Products as determined
by IT Help. If payment
is made by credit or
debit card the Customer
agrees to pay all fees
and service charges
incurred by IT Help for
the handling of such
transaction including
fees charged by the
card company to IT Help.
7.2
Where IT Help has agreed
to supply the Products
on credit Customer shall
pay the price of the
Products within 30 days
of the date of IT Help`s
invoice notwithstanding
that title to the Products
has not passed to the
Customer. Customer shall
not deduct or set off
any other amount against
the invoice as compensation
for any payment made
prior to the due date.
Invoices will be dated
the day of dispatch
of the Products. IT Help
shall be entitled at
its absolute discretion
to alter payment terms
(other than on concluded
Contracts) and withdraw
or alter any credit
limit granted at any
time with notice. If
Customer exceeds its
credit limit or fails
to qualify for continued
credit terms, IT Help
may, at its sole discretion,
delay subsequent shipments
or require prepayment
until IT Help determines
that Customer is once
again qualified to receive
credit terms. Customer
shall not set off or
withhold any amount
due to IT Help against
its receivables without
IT Help`s prior written
approval, and shall
in the event of a bona
fide dispute, pay any
undisputed part of the
invoice.
7.3
The time of payment
shall be of the essence.
If the Customer fails
to make a payment on
the due date then without
prejudice to any other
right or remedy available
to it IT Help shall be
entitled to:-
7.3.1
cancel the Contract
or suspend any further
deliveries or suspend
any Services to the
Customer; IT Help may
at its discretion
grant Customer a reasonable
cure period before
canceling the Contract
due to non-payment;
7.3.2 appropriate
any payment made by
the Customer to such
of the Products as
IT Help may think fit
(notwithstanding any
purported appropriation
by the Customer);
7.3.3 charge the Customer
interest (both before
and after judgment)
on the amount unpaid
at the rate of 5%
per annum above Barclays
Bank plc base rate
from time to time
until payment in full
is made such interest
being calculated on
a daily basis.
7.4
On request and subject
to agreement Customer
shall provide IT Help`s
Credit Department with
copies of its annual
financial statements
and its quarterly statements
within sixty (60) days
of the close of the
fiscal period to which
they relate. Customer
shall inform IT Help promptly
if there is a change
of ownership or control
of Customer or its direct
or indirect parent company
(excluding changes of
ownership of the shares
of a publicly quoted
company which do not
result in a change in
control of the company`s
board of directors or
other governing board),
a management buy-out,
or all or a substantial
part of the Customer`s
assets are sold or otherwise
transferred to any non-affiliated
company or member of
the Customer`s group
of companies.
7.5
In the event Customer
intends to sell, assign,
factor or otherwise
transfer any book debt
owed to Customer or
to enter into any form
of invoice discounting
arrangement Customer
agrees to inform IT Help
in writing prior to
entering into any such
arrangements.
7.6
If IT Help issues a credit
note and the Customer
does not utilise the
credit note within a
period of 12 months
from the date of its
issue IT Help shall have
the right to cancel
the credit note and
the Customer shall not
be entitled to a replacement
or any payment in respect
of the same.
7.7
Any credit balance shown
on a Customer`s statement
of account issued by
IT Help which remains
on the statement for
a period of 12 months
will be forfeited by
the Customer who shall
no longer have any rights
to the same.
8.
DELIVERY
8.1
Delivery of the Products
shall be made by IT Help
to such place as shall
have been agreed between
IT Help and the Customer.
Unless the Customer
shall have notified
IT Help in writing within
5 working days of the
date of IT Help`s invoice
that the Products have
not been delivered then
delivery shall be deemed
to have taken place
in accordance with the
Contract and the Customer
shall not be entitled
to raise any claim of
short or mis-shipment.
8.2
IT Help shall be entitled
to assume that any person
who both reasonably
appears and claims to
have authority to accept
delivery who signs a
note in respect of the
Products on behalf of
the Customer or the
Customer`s customer
(if IT Help has agreed
to deliver direct) does
in fact have the authority.
8.3
Any dates quoted for
the delivery of Products
are approximate only
and IT Help shall not
be liable for any delay
in delivery of the Products
howsoever caused.
8.4
Partial delivery is
allowed unless otherwise
mutually agreed by both
parties. Failure by
IT Help to deliver the
rest of the Products
shall not entitle the
Customer to treat the
order as a whole as
repudiated.
8.5
For the purpose of these
Conditions where IT Help
has agreed to deliver
Products direct to the
Customer`s customer
any such delivery shall
be deemed to be delivery
to the Customer and
any refusal by the Customer`s
customer to accept delivery
shall be deemed to be
a refusal by the Customer.
8.6
The Customer shall bear
all costs associated
with the unjustified
refusal of delivery
of Products. If the
refusal is made on the
grounds that the order
was wrongly placed (i.e.
wrong product, wrong
pricing, etc.) and the
refusal is accepted
by IT Help, IT Help reserves
its right to charge
accordingly additional
fees for return transportation
and administrative expenses
related thereto, and
original carriage costs
will not be reimbursed.
9.
RISK AND TITLE
9.1
Risk of damage to or
loss of Products shall
pass to the Customer
at the time of delivery
or if the Customer unjustifiably
fails to take delivery
of Products the time
when IT Help has tendered
delivery of the Products.
9.2
Notwithstanding delivery
and the passing of risk
of the Products or any
other provisions of
these Conditions, title
to the Products shall
not pass to the Customer
until IT Help has received
in cleared funds payment
in full of:-
9.2.1
the Products; and
9.2.2 all other sums
which are or which
become due to IT Help
from the Customer
on any account.
9.3
Until such time as title
to the Products passes
to the Customer the
Customer shall:-
9.3.1
hold the Products
as IT Help`s fiduciary
agent and bailee;
and
9.3.2 keep the Products
separate to those
of the Customer and
third parties; and
9.3.3 keep the Products
properly stored protected
and insured, and identified
as IT Help`s property;
and
9.3.4 accept that
Products may be labeled
as being IT Help`s property
until IT Help is paid.
9.4
Until such time as the
title in the Products
passes to the Customer
(and provided the Products
are still in existence
and have not been resold)
IT Help shall be entitled
at any time to require
the Customer to deliver
up the Products to IT Help
and if the Customer
fails to do so forthwith
to enter upon any premises
of the Customer or any
third party where the
Products are stored
and repossess the Products.
9.5
The Customer`s right
to possession of the
Products shall terminate
immediately if:-
9.5.1
the Customer has a
bankruptcy order made
against him or makes
an arrangement or
composition with his
creditors, or otherwise
takes the benefit
of any Act for the
time being in force
for the relief of
insolvent debtors,
or (being a body corporate)
convenes a meeting
of creditors (whether
formal or informal),
or enters into liquidation
(whether voluntary
or compulsory) except
a solvent voluntary
liquidation for the
purpose only of reconstruction
or amalgamation, or
has a receiver and/or
manager, administrator
or administrative
receiver appointed
of its undertaking
or any part thereof,
or a resolution is
passed or a petition
presented to any court
for the winding up
of the Customer or
for the granting of
an administration
order in respect of
the Customer, or any
proceedings are commenced
relating to the insolvency
or possible insolvency
of the Customer; or
9.5.2 the Customer
suffers or allows
any execution, whether
legal or equitable,
to be levied on his/its
property or obtained
against him/it, or
fails to observe/perform
any of his/its obligations
under the Contract
or any other contract
between IT Help and
the Customer or is
unable to pay its
debts within the meaning
of Section 123 of
the Insolvency Act
1986 or the Customer
ceases to trade; or
9.5.3 the Customer
encumbers or in any
way charges any of
the Products.
9.6
Customer is entitled
to resell the Products
in the ordinary course
of business. Customer
is not able or entitled
to offer the Products
as collateral or otherwise
grant a charge in respect
of the Products until
title has passed to
the Customer in accordance
with these Conditions.
Customer shall inform
its customers that title
to the Products is retained
by IT Help until Customer
has paid IT Help, and
shall ensure that its
customer has agreed
with the Customer that
any unpaid Products
shall be returned to
IT Help in the event of
Customer`s failure to
pay IT Help`s invoices
when they fall due.
The Customer shall upon
IT Help`s request provide
IT Help with all details
and information necessary
for IT Help to collect
the Products.
10.
WARRANTIES AND LIABILITY
10.1
IT Help does not manufacture
the Products (or where
the Products comprise
computer software does
not publish or license
the software) and subject
to the conditions set
out below in this Clause
10 IT Help only sells
the Products with the
benefit of the manufacturer`s
or publisher`s or licensor`s
(`publisher`s`) warranty
(as the case may be).
10.2
10.2.1
IT Help will accept
liability for defective
Products only to the
extent that IT Help
is entitled to make
a claim under the
manufacturer`s or
publisher`s, Dead
on Arrival, warranty
or other defective
goods terms and actually
obtains from the manufacturer
or publisher a refund
credit repair or replacement
in respect of the
defective Products.
Processing of these
defective Products
shall be made according
to the manufacturer`s
procedure and the
instructions set out
in Clause 10.4 below.
IT Help cannot and shall
have no obligation
to accept a return
of and/or grant a
credit for Product
not compliant with
the manufacturer`s
procedures.
10.2.2 IT Help 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
IT Help`s or the manufacturer`s
or publisher`s instructions
(whether oral or in
writing) misuse or
alteration or repair
of the Products without
IT Help`s approval
10.2.3 IT Help shall
be under no liability
under the above warranty
if the total price
of the Products has
not been paid.
10.3
All warranties, conditions
or other terms implied
by common law or statute,
or otherwise in connection
with the sale or supply
of goods or goods or
services (save, in the
case of goods, as to
title) are excluded
to the fullest extent
permitted by law.
10.4
Any claim by the Customer
which is based on a
defect in the quality
or condition of the
Products shall be notified
to IT Help`s Customer
Services Department.
Upon notification of
any such claim by the
Customer IT Help shall
either notify the Customer
whether the policy of
the manufacturer of
the Products is to deal
with the Customer direct
(in which case the Customer
shall deal with the
manufacturer direct
provided IT Help gives
sufficient details to
enable the Customer
so to do) or shall provide
the Customer with an
RMA number (in which
case the Customer shall
return the Products
to IT Help in their original
UNMARKED packaging together
with details of the
RMA number and the Customer`s
name and address). If
IT Help issues an RMA
number to the Customer
IT Help shall not send
any replacement Products
to the Customer until
after the original Product
has been returned to
IT Help. This Clause 10.4
shall only apply to
Products the Customer
is entitled to return
to IT Help as provided
in these Conditions.
10.5
IT Help shall not be liable
to the Customer for
any economic or financial
loss or damage (including
without limit any loss
of profits, loss of
revenue, liabilities
incurred by the Customer
to third parties relating
to Products delivered
or Services rendered
by IT Help, or additional
expenses incurred or
the cost of time spent)
or any consequential,
indirect, or special
loss or damage costs
expenses or other claims
for consequential compensation
whatsoever (including
without limit loss of
or damage to data or
loss of goodwill) incurred
or suffered by the Customer
and in every case howsoever
caused or arising (and
whether caused by the
negligence of IT Help
its employees or agents
or otherwise).
10.6
IT Help`s liability for
direct loss or damage
arising from damage
to tangible property
for which IT Help is liable
shall be limited to
the VAT exclusive price
of the relevant Product
or Service in connection
with which any claim
for damage or loss is
made.
10.7
Nothing in these Conditions
shall in any way exclude
or limit any liability
IT Help may have for death
or personal injury caused
by its negligence.
10.8
IT Help shall not be liable
to the Customer or be
deemed to be in breach
of any Contract by reason
of any delay in performing
or any failure to perform
any of IT Help`s obligation
in relation to the Products
or Services if the delay
or failure was due to
any cause beyond IT Help`s
reasonable control.
Without prejudice to
the generality of the
foregoing the following
shall be regarded as
causes beyond IT Help`s
reasonable control:-
10.8.1
Act of God explosion
flood tempest fire
or accident;
10.8.2 act of terrorism
war or threat of war
sabotage insurrection
civil disturbance
or requisition;
10.8.3 acts restrictions
regulations bye-laws
prohibitions or measures
of any kind on the
part of any governmental
or parliamentary or
local authority;
10.8.4 import or export
regulations or embargoes;
10.8.5 strikes lock
outs or other industrial
actions or trade disputes
(whether involving
employees of IT Help
or a third party);
10.8.6 difficulties
of IT Help`s supplier
in obtaining raw materials
labour fuel parts
or machinery.
10.9
If Customer is selling
Products or Services
purchased from IT Help
to a Consumer the Customer
shall ensure the Consumer
is given sufficient
and appropriate information
and descriptions as
to the Product`s or
Services` fitness for
the purpose for which
the Products or Services
are normally used and
any particular purpose
the Consumer has required
or agreed with the Customer.
Customer shall not remove
or replace any labeling,
user manuals, components
or other material from
the Product as supplied
by the manufacturer
or IT Help, and shall
not in its advertising,
marketing or labeling
provide any public statements
on the specific characteristics
of the Products or Services
on behalf of IT Help,
the manufacturer or
their representatives.
10.10
Customer accepts liability
for the Products` conformity
with the Customer`s
Consumer contract (`conformity`
as defined by the EU
Directive 1999/44/CE
of May 25, 1999 and
legislation implementing
the Directive), and
Customer shall not offer
any warranties or representations
to the Consumer as to
the quality, fitness
for purpose of the Products
without the manufacturers`
express consent. Customer
agrees to hold harmless
and indemnify IT Help
and the manufacturers
against any loss, costs,
and damages caused by
the Customer`s acts
or omissions, and non-compliance
with the obligations
set forth in Clause
10.9, Clause 10.10 and
Clause 10.11. If Customer
is held liable to the
Consumer caused by a
Product`s lack of conformity
resulting from an act
or omission by the manufacturer
or IT Help, or any other
intermediary, Customer
may by law or statute
be entitled to pursue
remedies against IT Help,
the manufacturer or
any other person liable
in the contractual chain.
Provided Customer is
legally entitled to
pursue such remedies
and IT Help is held liable
by a competent court
of law, IT Help`s liability
to Customer shall be
limited to an amount
corresponding to the
Customer`s original
purchase price of the
Product or Service giving
rise to the claim by
the Consumer.
10.11
Should the Product warranties
offered by the manufacturers
or IT Help under these
Conditions be restricted
compared to the guarantees
the Consumer is entitled
to under law, the Customer
agrees to take sole
responsibility towards
the Consumer for the
excess liability and
waives any claim it
may have against IT Help
in respect of such excess.
10.12
The Products are subject
to the intellectual
property rights of IT Help`s
suppliers (i.e. the
Product manufacturers).
Customer is not authorised
to alter, cover, or
remove any reference
to such intellectual
property rights on the
Products, and shall
adhere to any guidelines
and restrictions provided
by IT Help`s suppliers
with respect to such
rights. IT Help shall
have no duty to defend,
indemnify or hold Customer
harmless from and against
any or all claims brought
against Customer or
damages and costs incurred
by Customer arising
from the infringement
of a third party`s intellectual
property rights, except
to the extent IT Help`s
supplier is offering
such defence or indemnification
to IT Help on a pass through
basis. Upon threat of
claim or claim of infringement,
IT Help may, at its option
(i) procure the right
to continue using any
part of Product, (ii)
replace the infringing
Product with a non-infringing
Product of similar performance,
or (iii) refund to the
Buyer the purchase price
paid by the Buyer for
the infringing Product.
Notwithstanding any
other terms or conditions
to the contrary IT Help`s
liability for infringement
of intellectual property
rights under these Conditions
shall not exceed the
Customer`s purchase
price for the infringing
Products.
11.
RETURNS AND REPAIRS
11.1
Except for Special Order
Products, which are
expressly excluded from
the terms of this Clause
11 and cannot be returned
under any circumstances,
if IT Help agrees to accept
the return of any Products
(other than for the
purpose set out in Clause
10 above) or agrees
to carry out repairs
to other products which
have not been purchased
from IT Help or agrees
to repair Products which
are out of warranty
the Customer shall not
send the same to IT Help
unless they are accompanied
by an RMA number previously
advised by IT Help`s customer
services department
and a copy of the relevant
sales invoice and are
sent in their original
packaging.
11.2
The Customer shall notify
IT Help within 5 working
days of any delivery
discrepancies, other
than for the purposes
set out in Clause 10.
If IT Help issues a returns
number (RMA), Products
must be returned to
IT Help within 5 working
days of the date thereof.
11.3
If IT Help has agreed
to carry out repairs
or to replace Products
(or any parts thereof)
other than for the purpose
set out in Clause 10
above the Customer irrevocably
authorises IT Help to
carry out such repairs
or provide such replacements
as shall place the Products
in proper working order.
11.4
IT Help shall accept no
liability for any damage
to or loss in transit
of Products returned
to IT Help whether under
this Clause or under
Clause 10 above unless
IT Help collects the Products
using its own carrier.
11.5
If IT Help has agreed
to accept the return
of Products, other than
for the purposes set
out in Clause 10 above
or for the purpose of
carrying out any other
repair or replacement,
the Products must be
returned in their original
packaging and in a clean
resalable condition,
and will be subject
to a re-stocking fee
at IT Help`s discretion,
failing which IT Help
will refuse to accept
the same and the Customer
shall remain liable
for the price thereof.
11.6
Details of IT Help`s returns
process and terms can
be found on www.ithsc.com
and Customer agrees
to comply with this
process and abide to
the terms when returning
any Product to IT Help.
12.
INSOLVENCY OF CUSTOMER
12.1
If:-
12.1.1
the Customer makes
any voluntary arrangements
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 a
solvent amalgamation
or solvent reconstruction;
12.1.2 an encumbrancer
takes possession or
a receiver is appointed
of any of the property
or assets of the Customer;
or
12.1.3 the Customer
ceases or threatens
to cease carrying
on business; or
12.1.4 IT Help reasonably
apprehends that any
of the events mentioned
above is about to
occur in relation
to the Customer and
notifies the Customer
accordingly;
then upon the happening
of any of the above,
without prejudice
to any other right
or remedy available
to IT Help, IT Help shall
be entitled to cancel
the Contract and/or
suspend any further
deliveries or services
under the Contract
without any liability
to the Customer and
if the Products have
been delivered and
not paid for then
the price shall become
immediately due and
payable notwithstanding
any previous agreement
or arrangement to
the contrary.
13.
EXPORT RESTRICTIONS
13.1
If Customer delivers
the Products to its
customer who may use
the Products outside
the United States or
the European Union or
EFTA countries, Customer
acknowledges and shall
advise its customer
that some Products are
controlled for export
by the U.S. Department
of Commerce or by EU/EFTA
member state bodies
and such Products may
require authorization
prior to export. Customer
agrees that it will
not export, re-export,
or otherwise distribute
Products, or direct
products thereof, in
violation of any export
control laws or regulations
of the United States
or any EU/EFTA member
state. Customer warrants
that it will not export
or re-export any Products
with knowledge that
they will be used in
the design, development,
production, or use of
chemical, biological,
nuclear, or ballistic
weapons, or in a facility
engaged in such activities,
unless Customer has
obtained prior approval
from the U.S. Department
of Commerce or any other
competent government
agency. Customer further
warrants that it will
not export or re-export,
directly or indirectly,
any Products to embargoed
countries or sell Products
to companies or individuals
listed on the Denied
Persons List published
by the U.S. Department
of Commerce.
13.2
These restrictions change
from time to time. If
the Customer has any
questions regarding
its obligations under
USA export regulations
the Customer should
contact the Bureau of
Export Administration,
United States Department
of Commerce, Office
of Export Licensing,
Washington DC, USA (202)
377 4811 or the local
United States Consulate.
13.3
Upon request the Customer
agrees to confirm in
writing its intention
to comply with applicable
export and restricted
user and uses regulations,
by signing up to the
terms in IT Help`s reseller
application form.
14.
CONFIGURATION AND OTHER
SERVICES
14.1
If agreed in any particular
case IT Help will provide
configuration Services
to Customer. Configuration
Services will be at
the price agreed at
the time the order is
accepted. The Customer
shall be solely responsible
for the accuracy of
its order, the specification
of the components and
their configuration
and for ensuring that
the configured product
specified is satisfactory
for the purposes for
which it is required
including without limit
that it has sufficient
overall functionality,
and will support, be
compatible and inter-operable
with any hardware, software
or middleware with which
it is intended to operate.
14.2
Configuration Services
will have a warranty
of 14 days from the
date of shipment to
the Customer. IT Help`s
sole liability (and
the Customer`s sole
remedy against IT Help)
in respect of any defective
Services for which IT Help
is responsible shall
be the repair by IT Help
or at IT Help`s option
replacement of the Product
on which the Services
have been performed.
(If any alleged defect
shall be attributable
to defect in Product
the provisions of Clause
10 shall apply). Claims
in respect of defective
Services must be made
within 21 days of the
date of delivery of
the configured Product.
14.3
IT Help may offer other
Services to Customer
including direct fulfillment
and billing, installation
and support services,
storage and consolidation,
and other logistics
services. Such Services
will be provided under
these Conditions in
addition to specific
terms agreed upon in
writing with Customer.
15.
MISCELLANEOUS
15.1
Customer is not allowed
for any purpose whatsoever
to use IT Help`s logos
and trade marks without
IT Help`s prior written
approval from an Authorised
Representative.
15.2
Customer agrees that
IT Help may use Customer
data, including any
personal data, for the
purpose of marketing
and sales of Products,
and Customer agrees
to IT Help`s collection,
storage and use of such
data for this purpose.
Personal data will not
be shared with third
parties without the
Customer`s consent.
Customer agrees to receive
Product information
and promotions and other
communications from
IT Help by e-mail and
other communication
tools.
16.
CUSTOMER IDENTIFICATION
16.1
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
notice.
16.2
No waiver by IT Help 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.
16.3
If any provision of
these Conditions is
held by any 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
provisions in question
shall not be affected
thereby.
16.4
The Contract shall be
governed by the laws
of England and the Customer
submits to the exclusive
jurisdiction of the
English Court
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