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Terms
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1. DEFINITIONS
1.1 "Customer" means the party identified as the Customer in this
Agreement to whom o2olap Limited may agree to supply Products in accordance with
these terms and conditions.
1.2 "o2olap" means o2olap Limited of 9 Gwalior Road,
SW15 1NP, London, United Kingdom. or any subsidiary or associated company.
1.3 "Products"
means goods or services including but not limited to computer hardware and software
items to be provided by o2olap to the Customer in accordance with these terms and
conditions.
1.4 "Third Part Software" means all software owned by or licensed to
the Customer from a third party owner (whether or not supplied by o2olap) and which
comprises part of the Products.
2. ORDER ACCEPTANCE
2.1 All orders placed with o2olap
by the Customer for Products shall constitute an offer to o2olap, under these terms
and conditions, subject to availability of the products and to acceptance of the
order by o2olap's authorized representative.
2.2 All orders are accepted and Products
supplied subject to these express terms and conditions only. No amendment to these
terms and conditions will be valid unless confirmed in writing on or after the date
hereof by o2olap's authorized representative.
2.3 It is agreed that these terms
and conditions prevail over the Customer's terms and conditions of purchase unless
these latter terms and conditions are amended by o2olap in writing and signed by
o2olap.
3. INDEPENDENT CONTRACTOR
The relationship between the Supplier and Customer
is that of Independent Contractor. Neither party is the agent of each other, and
neither party has any authority to make any contract or make any obligation expressly
or impliedly in the name of the other party, without that party's prior written
consent for express purposes connected with the performance of this Agreement.
4.
DISPATCH
4.1 Any time quoted for dispatch is to be treated as an estimate only,
but dispatch may be postponed because of conditions beyond o2olap's reasonable control,
and in no event shall o2olap be liable for any damages or penalty for delay in dispatch
or delivery.
4.2 Risk shall pass to the Customer at the time the Products are dispatched
by o2olap or their suppliers. o2olap accepts no liability for loss or damage caused
by the carrier.
4.3 If Products have not been received, the Customer must notify
o2olap within 7 days of the date of the invoice. If proof of delivery is required,
this must be requested within 14 days of the date of the invoice.
5. CANCELLATION
AND RESCHEDULING
Subject to clause 8.2, any request by the Customer for cancellation
of any order or for the rescheduling of any deliveries will only be considered by
o2olap if made at least 12 hours before dispatch of the Products, and shall be subject
to acceptance by o2olap at o2olap's sole discretion, and subject to a reasonable
administration charge therefore by o2olap. The Customer hereby agrees to indemnify
o2olap against all loss, costs (including the cost of labour and materials used
and overheads incurred), damages, charges and expenses arising out of the order
and its cancellation or rescheduling. o2olap will automatically charge for such
costs.
6. PRICING
6.1 Catalogues, price lists and other advertising literature or
material as used by o2olap are intended only as an indication as to the price and
range of goods offered and no prices, descriptions or other particulars contained
therein shall be binding on o2olap. Catalogues, price lists and other advertising
literature or material are subject to change without notice.
6.2 All prices are
given by o2olap at the time of the order on an ex-works basis and the Customer is
liable to pay for transport, packing and insurance. Special offers may have to be
ordered direct from o2olap by contacting us.
6.3 All quoted or listed delivery prices
are based on the cost to o2olap of supplying the Products to the Customer. If before
delivery of the Products there occurs any increase in any way of such costs in respect
of Products which have not yet been delivered, the price payable may be subject
to amendment without notice at o2olap's discretion.
6.4 All prices are exclusive
of Value Added Tax and any similar taxes. All such taxes are payable by the Customer
and will be supplied in accordance with UK legislation in force at the tax point
date.
7. PAYMENT TERMS
7.1 Invoices will be raised and dated by o2olap on the date
of dispatch of the Products. Unless otherwise specifically requested and agreed,
invoices will be payable by the Customer 14 days from the date of invoice. Payments
which are not received when payable will be considered overdue and remain payable
by the Customer together with interest for late payment from the data payable at
the rate of 4% per annum above the base rate for the time being of the National
Westminster Bank plc. Such interest shall accrue on a daily basis and be payable
on demand after as well as before judgment. Most purchases on this site are on cash
terms.
7.2 When all prices, taxes and charges due in respect of the Products and
any Products supplied previously to the Customer have been paid in full, title to
hardware Products only shall pass to the Customer.
7.3 Notwithstanding dispatch
and the passing of risk in the Products to the Customer pursuant to Clause 4, or
any other provision of these conditions, the property of the hardware Products shall
not pass to the Customer until o2olap has received cash or cleared funds payment
of the price of the Products and all of the Products agreed to be sold by o2olap
to the Customer for which payment is then due.
7.4 Until such time as the property
in the Products passes to the Customer, the Customer shall hold the Products as
o2olap's fiduciary agent and bailee, and shall keep the Products properly stored,
protected and insured and identified as o2olap's property. Until that time the Customer
shall be entitled to resell or use the products in the ordinary course of its business,
but shall account to o2olap for the proceeds of sale or otherwise of the Products,
whether tangible or intangible, including insurance proceeds, and shall keep all
such proceeds separate from any monies or properties of the Customer and third parties
and, in the case of tangible proceeds, properly stored, protected and insured.
7.5
Until such time as the property in the Products passes to the Customer (and provided
the Products are still in existence and not been resold), o2olap shall be entitled
at any time to require the Products be delivered to o2olap 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.
7.6 The Customer's
power of sale or right to use such Products shall immediately cease if an Administrative
receiver is appointed over all or any part of its assets or if it adjudicated bankrupt
or enters liquidation whether compulsory or voluntary, or if the Customer makes
an arrangement with its creditors, or generally becomes unable to pay its debts
within the meaning of the Insolvency Act 1986.
7.7 On termination of the Company's
power of sale or right to use the Products the Customer will immediately hold the
Products to the order of o2olap.
7.8 The Customer shall not be entitled to pledge
or in anyway charge by way of security for any indebtedness any of the Products
which remain the property of o2olap, but if the Customer does so, all monies owing
by the Customer to o2olap shall (without prejudice to any other right or remedy
of the seller) forthwith become due and payable.
7.9 o2olap reserves the right to
cease supplies of Products to the Customer at any time. On such cessation of supplies,
o2olap reserves the right to withdraw any credit facility such that the whole of
the Customer's account becomes due for payment forthwith.
8. SPECIFICATION OF PRODUCTS
8.1 o2olap will not be liable in respect of any loss or damage caused by or resulting
from any variation for whatsoever reason in the manufacturer's specifications or
technical data and will not be responsible for any loss or damage resulting from
curtailment or cessation of supply following such variation. o2olap will use its
reasonable endeavors to advise the Customer of any such impending variation as soon
as it receives any such notice thereof from the manufacturer or it’s suppliers.
8.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer's
standard specifications as these may be improved, substituted or modified. o2olap
reserves the right to increase its quoted or listed price, or to charge accordingly
in respect of any orders accepted for Products of non-standard specifications and
in no circumstances will it consider cancellation of such orders or the return of
such orders.
9. PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
9.1 The Customer hereby
acknowledges that any proprietary rights in any Third Party Software supplied hereunder
including, but not limited to any title or ownership rights, patent rights, copyrights
and trade secret rights, shall at all times and for all purposes vest and remain
vested in the Third Party Software owner.
9.2 The Customer hereby acknowledges that
it is its sole responsibility to comply with any terms and conditions of license
attaching to Third Party Software supplied and delivered By o2olap (including if
so required the execution and return of a Third Party Software license). The Customer
is hereby notified that failure to comply with such terms and conditions could result
in the Customer being refused a software license or having the same revoked by the
proprietary owner. The Customer further agrees to indemnify o2olap in respect of
any costs, charges or expenses incurred by o2olap at the suit of a Third Party Software
owner as a result of any breach by the Customer of such conditions.
9.3 NO TITLE
OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE LICENSED TO THE CUSTOMER
UNDER THIS AGREEMENT IS TRANSFERRED TO THE CUSTOMER UNDER ANY CIRCUMSTANCES.
10.
RETURNS
10.1 o2olap reserves the right to levy an administration charge in respect
of the rotation of Products and returns.
10.2 Returns must be made subject to the
following:
(a) prior authority having been obtained from o2olap which will be given
at o2olap's sole discretion;
(b) within 21 days of the date of the invoice;
(c)
subject to stock rotation policy;
(d) the Products must be properly packed;
(e)
the Products must be in a saleable condition;
(f) the Products must be returned
in the original condition;
(g) the Products must be accompanied by a detailed packing
list;
(h) the Product is still covered by warranty (see section 11).
10.3 o2olap
reserves the right to reject any Products which do not comply with the conditions
set out in clause 10.2.
10.4 If o2olap nevertheless agrees to accept any Products
returned which are not in a saleable condition, o2olap reserves the right to charge
the cost to the Customer of bringing the Products into a saleable condition.
10.5
o2olap will refund the delivery charge if the return is as a result of an error
of o2olap.
11. WARRANTY
11.1 o2olap warrants that it has good title to or license
to supply all Products to the Customer.
11.2 If any part of the hardware Products
should probe defective in materials or workmanship under normal operation or service,
such Products will be repaired or replaced only in accordance with any warranty
cover or terms as provided by the manufacturer of the Products PROVIDED THAT no
unauthorized modifications to the Product or to the system of which the Product
forms part have taken place. o2olap is not responsible for the cost of labour or
other expenses incurred in repairing or replacing defective or non-conforming parts.
11.3 All software Products supplied hereunder are supplied "as is" and the sole
obligation of o2olap in connection with the supply of software Products is to use
all reasonable endeavours to obtain and supply a corrected version from the manufacturer
concerned in the event that such software Product should fail to conform to product
description PROVIDED ALWAYS THAT the Customer notifies o2olap of any such non-conformity
within 60 days of the date of delivery of the applicable software Product. Specifically
o2olap gives no express warranty in relation to the Product's Year 2000 compliance
and cannot accept any liability in relation to any losses, costs or expenses which
arise through any difficulty caused over date changes.
11.4 If the Products are
rejected by the Customer as not being in accordance with the Customer's order pursuant
to clause 11.2 or 11.3, o2olap will only accept the return of such Products provided
that it receives written notification thereof giving detailed reasons for rejection.
o2olap will not consider any claim for compensation, indemnity or refund under liability,
if any, has been established or agreed with the manufacturer and where applicable
the insurance company. Under no circumstances shall the invoiced Products be deducted
or set off by the Customer until o2olap has passed a corresponding credit note.
11.5 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE 11, o2olap DISCLAIMS AND EXCLUDES
ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND
FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING,
USAGE OR TRADE PRACTICE.
12. INDEMNITIES AND LIMITS OF LIABILITY
12.1 o2olap's suppliers
will indemnify the Customer for direct physical injury or death caused solely by
defects in any of the Products or caused solely by the negligence of its assigned
employees acting within the course of their employment and the scope of their authority.
12.2 o2olap's suppliers will indemnify the Customer for direct damage to property
caused solely by defects in any of the Products or caused solely by the negligence
of its assigned employees acting within the course of their employment and the scope
of their authority. The total liability of o2olap under this sub clause shall be
limited to £100,000 for any one event or series of connected events.
12.3 Except
as stated in clauses 12.1 and 12.2 above, o2olap disclaims and excludes all liability
to the Customer in connections with these terms and conditions including the Customer's
use of the Products and in no event shall o2olap be liable to the Customer for special,
indirect or consequential damage including but not limited to loss of profits arising
from loss of data or in connection with the use of the Products. All terms of any
nature, express or implied, statutory or otherwise, as to correspondence with any
particular description or sample, fitness for purpose or merchantability, are hereby
excluded.
12.4 The Customer shall indemnify and defend o2olap and its employees
in respect of any claims by third parties which are occasioned by or arise from
any o2olap performance or non-performance pursuant to the instructions of the Customer
or its authorized representative.
13. TERMINATION FOR CAUSE
This agreement may be
terminated forthwith by notice in writing:
13.1 By o2olap if the Customer fails
to pay any sums due hereunder by the due date notwithstanding the provisions for
late payment as in clause 7.1.
13.2 If either party fails to perform any of its
obligations under this Agreement and such failure continues for a period of 14 days
after written notice thereof, by the other party.
13.3 If either party is involved
in any legal proceedings concerning its solvency, or ceases trading, or commits
an act of bankruptcy or is adjudicated bankrupt or enters liquidation, whether compulsory
or voluntary, other than for the purposes of an amalgamation or a reconstruction,
or makes an arrangement with creditors or petitions for an administration order
or has a Receiver or Manager appointed over all or any part of its assets or generally
becomes unable to pay its debts within the meaning of Section 123 of the Insolvency
Act 1986, then without prejudice to any other rights or remedies available to it,
the other party shall have the right to terminate this Agreement forthwith.
13.4
Any termination of this Agreement pursuant to this clause shall be without prejudice
to any other rights or remedies a party may be entitled to hereunder or at law,
and shall not affect any accrued rights or liabilities of either party.
14. EXPORT
AND/OR RE-EXPORT LIMITATION
Having regard to the current statutory or other United
Kingdom government regulations in force from time to time and, in the case of Products
manufactured in the United States of America, to the current export rules and regulations
of the United States Department of Commerce in force from time to time and regardless
of any disclosure made by the Customer to o2olap of an ultimate destination for
any Products, the customer will not export or re-export any Products without first
obtaining all such written consents or authorizations as may be required by any
applicable government regulations.
15. CONTRACT
15.1 The headings in this Agreement
are for ease of reference only and shall not affect its interpretation or construction.
15.2 No forbearance, delay, indulgence by either party in enforcing its respective
rights shall prejudice or restrict the rights of that party, and no waiver of any
such rights or of any breach of any contractual terms shall be deemed to be a waiver
of any other right or any later breach.
15.3 The Customer agrees not to assign any
of its rights herein without the prior written consent of o2olap.
15.4 In the event
of any of these terms and conditions or any part of them being judged illegal or
unenforceable for any reason, the continuation in full force and effect of the remainder
of them shall not be prejudiced.
15.5 Neither party shall be liable to the other
for any delay in failure to perform its obligations hereunder (other than a payment
of money) where such delay or failure results from force majeur, act of God, fire,
explosion, accident, industrial dispute or any cause beyond its reasonable control.
15.6 Any documents or notices given hereunder by either party to the other must
be in writing and may be delivered personally or by recorded delivery or registered
post and in the case of post will be deemed to have been given 2 working days after
the date of posting. Documents or notices shall be delivered or sent to the addresses
of the parties on the first page of this Agreement or to any other address notified
in the normal course of trading in writing by either party to the other for the
purpose of receiving documents or notices after the date of this Agreement.
15.7
These terms and conditions shall be governed and construed in accordance with the
laws of England and Wales. Any dispute will be resolved within the courts of England
and Wales.
15.8 These terms and conditions may change from time to time without
notice to you. The effect of these changes will take place immediately.
15.9 The
products from these leading companies can be purchased for the United Kingdom, Southern
and Northern Ireland, the Channel Islands and the Isle of Man. Orders can be fulfilled
into Europe however the delivery charges will vary depending on the courier being
used. There are no delivery charges for orders over £1,500 (Net of VAT), otherwise
charges for delivery are £25 per delivery within the United Kingdom but if these
are more the user will be notified accordingly.
16. SPECIAL PROMOTIONAL TERMS
Under
all circumstances o2olap reserves the right to reject any applications for any special
promotions or free software offers. o2olap also reserves the rights to change these
terms as and when they deem fit. No free software offers are available to any software
house, development company or consultancy without the prior written agreement with
o2olap Limited. All terms and conditions of the software are to be adhered to at
all times. Generally there is only one free copy per legal entity. Details to be
supplied prior to a free software copy would include name, company name, company
address, company web address, valid company email, direct company telephone number.
The applicant also needs to attend an o2olap web demonstration. If the software
user is different to the applicant then the same details have to be supplied for
them. A valid confirmation of the existence of additional software may be required
prior to dispatch. Any amounts owed to o2olap must be settled prior to qualification.
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