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1. DEFINITIONS
1.1 “Belton IT Nexus ” shall mean Belton IT Nexus Limited, or any agents or employees thereof.
1.2 “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing products and services from Belton IT Nexus .
1.3 “Products” shall mean:
1.3.1 all Products of the general description specified on the front of this agreement and supplied by Belton IT Nexus to the Client; and
1.3.2 all Products supplied by Belton IT Nexus to the Client; and
1.3.3 all inventory of the Client that is supplied by Belton IT Nexus ; and
1.3.4 all Products supplied by Belton IT Nexus and further identified in any invoice issued by Belton IT Nexus to the Client, which invoices are deemed to be incorporated into and form part of this agreement; and
1.3.5 all Products that are marked as having been supplied by Belton IT Nexus or that are stored by the Client in a manner that enables them to be identified as having been supplied by Belton IT Nexus ; and
1.3.6 all of the Client’s present and after-acquired Products that Belton IT Nexus has performed work on or to or in which goods or materials supplied or financed by Belton IT Nexus have been attached or incorporated. 1.3.7
The above descriptions may overlap but each is independent of and does not limit the others.
1.4 “Products and Services” shall mean all products, goods, services and advice provided by Belton IT Nexus to the Client and shall include without limitation all aspects of computer consulting and consultancy services including all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Products and Services by Belton IT Nexus to the Client.
1.5 “Price” shall mean the cost of the Products and Services as agreed between Belton IT Nexus and the Client and includes all disbursements eg charges Belton IT Nexus pay to others on the Client's behalf subject to clause 4 of this contract.
2. ACCEPTANCE
2.1 Any instructions received by Belton IT Nexus from the Client for the supply of Products and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
3. COLLECTION AND USE OF INFORMATION
3.1 The Client authorises Belton IT Nexus to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Products and Services provided by Belton IT Nexus to any other party.
3.2 The Client authorises Belton IT Nexus to disclose any information obtained to any person for the purposes set out in clause 3.1.
3.3 Where the Client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4. PRICE
4.1 Where no price is stated in writing or agreed to orally the Products and Services shall be deemed to be sold at the current amount as such Products and Services are sold by Belton IT Nexus at the time of the contract.
4.2 The price may be increased by the amount of any reasonable increase in the cost of supply of the Products and Services that is beyond the control of Belton IT Nexus between the date of the contract and delivery of the Products and Services.
5. PAYMENT
5.1 Payment for Products and Services shall be made within seven (7) days following the date of the invoice (“the due date”);
5.2 Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3 Any expenses, disbursements and legal costs incurred by Belton IT Nexus in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
5.5 A deposit of at least 25% may be required on all services.
6. QUOTATION
6.1 Where a quotation is given by Belton IT Nexus for Products and Services: 6.1.1 Unless otherwise agreed the quotation shall be valid for seven (7) days from the date of issue; and
6.1.2 The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
6.1.3 Belton IT Nexus reserves the right to alter the quotation because of circumstances beyond its control.
6.2 Where Products and Services are required in addition to the quotation the Client agrees to pay for the additional cost of such Products and Services.
7. RISK
7.1 The Products and Services remain at Belton IT Nexus’s risk until delivery to the Client.
7.2 Delivery of Products and Services shall be deemed complete when Belton IT Nexus gives possession of the Products and Services directly to the Client or possession of the Products and Services is given to a carrier, courier, or other bailee for purposes of transmission to the Client.
7.3 The time agreed for delivery shall not be an essential term of this contract. The delivery date, when specified, is subject to suppliers stock levels and/or order production schedules and accordingly Belton IT Nexus reserves the right to change the delivery date.
7.4 Where Belton IT Nexus delivers Products and Services to the Client by instalments and Belton IT Nexus fails to deliver or supply one or more instalments the Client shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.
7.5 Belton IT Nexus reserves the right to cancel any uncompleted orders or suspend delivery without notice if payment has not been made by the Client.
8. AGENCY
8.1 The Client authorises Belton IT Nexus to contract either as principal or agent for the provision of Products and Services that are the matter of this contract.
8.2 Where Belton IT Nexus enters into a contract of the type referred to in clause 8.1 it shall be read with and form part of this agreement and the Client agrees to pay any amounts due under that contract.
9. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
9.1 Title in any Products and Services supplied by Belton IT Nexus passes to the Client only when the Client has made payment in full for all Products and Services provided by Belton IT Nexus and of all other sums due to Belton IT Nexus by the Client on any account whatsoever. Until all sums due to Belton IT Nexus by the Client have been paid in full, Belton IT Nexus has a security interest in all Products and Services.
9.2 If the Products and Services are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or any third party, title in the Products and Services shall remain with Belton IT Nexus until the Client has made payment for all Products and Services, and where those Products and Services are mixed with other property so as to be part of or a constituent of any new Products and Services, title to these new Products and Services shall deemed to be assigned to Belton IT Nexus as security for the full satisfaction by the Client of the full amount owing between Belton IT Nexus and Client.
9.3 The Client gives irrevocable authority to Belton IT Nexus to enter any premises occupied by the Client or on which Products and Services are situated at any reasonable time after default by the Client or before default if Belton IT Nexus believes a default is likely and to remove and repossess any Products and Services and any other property to which Products and Services are attached or in which Products and Services are incorporated. Belton IT Nexus shall not be liable for any costs, damages, expenses or losses incurred by the Client or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Belton IT Nexus may either resell any repossessed Products and Services and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Products and Services and credit the Client’s account with the invoice value thereof less such sum as Belton IT Nexus reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
9.4 Where Products and Services are retained by Belton IT Nexus pursuant to clause 9.3 the Client waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 (“PPSA”) and to object under s.121 of the PPSA.
9.5 The following shall constitute defaults by the Client:
9.5.1 Non payment of any sum by the due date.
9.5.2 The Client intimates that it will not pay any sum by the due date.
9.5.3 Any Products and Services are seized by any other creditor of the Client or any other creditor intimates that it intends to seize Products and Services.
9.5.4 Any Products and Services in the possession of the Client are materially damaged while any sum due from the Client to Belton IT Nexus remains unpaid.
9.5.5 The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s assets or a landlord distrains against any of the Client’s assets.
9.5.6 A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
9.5.7 Any material adverse change in the financial position of the Client.
9.6 If the Credit Repossession Act applies to any transaction between the Client and Belton IT Nexus , the Client has the rights provided in that Act despite anything contained in these terms and conditions of trade.
10. SECURITY INTEREST FOR SERVICE PROVIDERS
10.1 The Client gives Belton IT Nexus a security interest in all of the Client’s present and after-acquired Property that Belton IT Nexus has performed services on or to or in which goods or materials supplied or financed by Belton IT Nexus have been attached or incorporated.
11. DISPUTES
11.1 No claim relating to Products and Services will be considered unless made in writing within seven (7) days of delivery.
12. LIABILITY
12.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Belton IT Nexus which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Belton IT Nexus , Belton IT Nexus ’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
12.2 Except as otherwise provided by clause 12.1 Belton IT Nexus shall not be liable for:
12.2.1 Any loss or damage of any kind whatsoever, arising from the provision of Products and Services by Belton IT Nexus to the Client, including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Products and Services provided by Belton IT Nexus to the Client; and
12.2.2 The Client shall indemnify Belton IT Nexus against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Belton IT Nexus or otherwise, brought by any person in connection with any matter, act, omission, or error by Belton IT Nexus its agents or employees in connection with the Products and Services.
13. WARRANTY
13.1 Manufacturer’s warranty applies where applicable.
13.2 No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Products and Services except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
13.3 Any warranty that Belton IT Nexus provides to the Client will also form part of these terms and conditions of trade.
14. COPYRIGHT AND INTELLECTUAL PROPERTY
14.1 Belton IT Nexus, owns and has copyright in all designs, software, systems, solutions, drawings, specifications and documents produced by Belton IT Nexus in connection with the Products and Services provided pursuant to this contract and the client may use the Products and Services only if paid for in full and for the purpose for which they were intended and supplied by Belton IT Nexus .
14.2 The Client warrants that any design or instruction given by the Client shall not be such as will cause an infringement of any patent, registered design, trademark or copyright in the performance of the contract.
15. CONSUMER GUARANTEES ACT
15.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Client acquires Products and Services from Belton IT Nexus for the purposes of a business in terms of section 2 and 43 of that Act.
16. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
16.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Belton IT Nexus agreeing to supply Products and Services and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Belton IT Nexus the payment of any and all monies now or hereafter owed by the Client to Belton IT Nexus and indemnify Belton IT Nexus against non-payment by the Client. Any personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Client shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
17. CANCELLATION
17.1 Belton IT Nexus shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of Products and Services to the Client if the Client fails to pay any money owing after the due date or the Client commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
17.2 Any cancellation or suspension of this agreement shall not affect Belton IT Nexus ’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Client’s obligations to Belton IT Nexus under this contract.
18. MISCELLANEOUS
18.1 Belton IT Nexus shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control. This also applies where suppliers let us down.
18.2 Failure by Belton IT Nexus to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Belton IT Nexus has under this contract.
18.3 If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
18.4 The client shall not assign all or any of its rights or obligations under this contract without the written consent of Belton IT Nexus.
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