Thank you for requesting a Trade Account with Exertis (UK) Ltd.

Transcription

1 Thnk you for requesting Trde Account with Exertis (UK) Ltd. Plese complete the following Trde Account Appliction Form fully nd return to: ACCOUNT APPLICATIONS Exertis (UK) Ltd Shorten Brook Wy Althm Business Prk Althm, Accrington Lncshire, BB5 5YJ. Tel: Steps for opening up n Account Checklist Plese ensure tht ll sections of the min ccount form re fully completed (the Direct Debit section is optionl) nd ensure tht ll specified mteril nd signtures s listed below re enclosed/ctioned before returning the forms to the bove ddress. Completion of this form mens tht you will utomticlly be ssessed for Credit. Should you require Csh with Order only then plese tick here (If this box is filled nd you require credit t lter dte, request must be mde in writing to ensure we re cting in ccordnce with the needs of your business). Once your completed Appliction Form is recieved by Exertis (UK) Ltd, you will be dvised within 5 working dys s to the success of your credit ppliction. You will be ble to trde on your ccount Csh with Order whilst witing the decision should you wish to do so. FOR LIMITED COMPANIES Copy of Recent Utility Bill t the Invoice Address Copy of VAT Certificte or Recent VAT Return (If pplicble) Appliction Form nd T & Cs signed nd dted by person uthorised to do so FOR NON- LIMITED COMPANIES Proprietors Addresses completed in full Copy of Recent Utility Bill t the Invoice Address Copy of Ltest Finncil Sttements Copy of VAT Certificte or Recent VAT Return (If pplicble) Appliction Form nd T & Cs signed nd dted by Proprietor Help or questions? Plese emil our New Accounts Tem on newccounts@exertis.co.uk Plese return to: Exertis (UK) Ltd, Shorten Brook Wy, Althm Business Prk, Althm, Accrington, Lncs, BB5 5YJ. Tel: newccounts@exertis.co.uk

2 ACCOUNT APPLICATION FORM PLEASE USE BLOCK CAPITALS AND COMPLETE ALL SECTIONS. COMPANY INFORMATION Full Nme Trding Nme (if different from bove) VAT No. Dte Estblished Invoice Address Website Delivery Address (if different from bove) Contct (Sles) Contct (Accounts) Contct (Buying) Fx No. Registrtion Number Registered Office Address LIMITED COMPANY DETAILS Website Dte of Incorportion Authorised Shre Cpitl Issued Shre Cpitl TYPE OF BUSINESS Incorported As PLC Limited Prtnership Independent Mil Order Locl Authority Dot Com Type of Outlet (plese tick one box only) Business Deler Retiler E.Commerce Integr Buying Group Other (plese specify): Is your business Home Bsed? Office Bsed? Shop Bsed? Bnk Nme Bnk Address BANK DETAILS Account Number Type of Account Sort Code Account Held Since TURNOVER OF COMPANY Previous yer turnover Forecst turnover this yer Finncil yer end

3 CONNECTIONS WITH OTHER COMPANIES Stte ny ssocited compnies Hve the directors/proprietors hd ny previous delings with Exertis (UK) Ltd? (plese give detils) DETAILS OF ALL DIRECTORS, PROPRIETORS, PARTNERS (plese dd extr sheets if required) 1. Nme Dte of birth 2. Nme Dte of birth 3. Nme Dte of birth 4. Nme Dte of birth TRADE REFERENCES (Plese list two mjor suppliers) 1. Nme Address 2. Nme Address Plese supply t lest 1 emil ddress for invoices/sttements to be sent to: Exertis (UK) Ltd PROMOTES A PAPERLESS BILLING POLICY DATA PROTECTION ACT We will mke serch with credit reference gency, which will keep record of tht serch nd my shre tht informtion with other businesses. We my lso mke enquiries bout the principl directors with credit reference gency. We will monitor nd record informtion relted to your trde credit performnce nd such records will be mde vilble to other orgnistions to ssess pplictions for credit. DECLARATION I/we hereby pply to open trde ccount with Exertis (UK) Ltd nd declre tht the informtion given is complete nd ccurte. The terms nd conditions of sle, s stted overlef, hve been red nd signed nd I/we understnd tht these my be mended from time to time s shown in the Exertis (UK) Ltd web site. All relevnt enclosures s requested re included with this form. I/we understnd tht Exertis (UK) Ltd will crry out regulr checks to ensure credit worthiness is mintined. I/we understnd tht pyment terms re 30 dys from dte of invoice (30 dy terms pply to successful CREDIT APPLICATIONS ONLY) nd tht title in ny goods does not pss until monies due on the ccount hve been pid. Signed Nme Dte Plese return to: Exertis (UK) Ltd, Shorten Brook Wy, Althm Business Prk, Althm, Accrington, Lncs, BB5 5YJ. Tel: Emil: newccounts@exertis.co.uk

4 Instruction to your Bnk or Building Society to py Direct Debit. Plese complete whole form nd send it to: Exertis (UK) Ltd Shorten Brook Wy Althm Business Prk Althm Accrington Lncshire BB5 5YJ Nme(s) of ccount holder(s) Service user number Reference M Bnk/building society ccount number Brnch sort code Nme nd full postl ddress of your bnk or building society To: The Mnger Instruction to your bnk or building society Plese py Exertis (UK) Ltd Direct Debits from the ccount detiled in this instruction subject to the sfegurds ssured by the Direct Debit Gurntee. I understnd tht this instruction my remin with Exertis (UK) Ltd nd, if so, detils will be pssed electroniclly to my bnk/building society. Signed Dte Bnks nd Building Societies my not ccept Direct Debit Instructions for some types of ccount This gurntee should be detched nd retined by the pyer. The Direct Debit Gurntee This Gurntee is offered by ll bnks nd building societies tht ccept instructions to py Direct Debits. If there re ny chnges to the mount, dte or frequency of your Direct Debit, Exertis (UK) Ltd will notify you 7 working dys in dvnce of your ccount being debited or s otherwise greed. If you request Exertis (UK) Ltd to collect pyment, confirmtion of the mount nd dte will be given to you t the time of the request. If n error is mde in the pyment of your Direct Debit, by Exertis (UK) Ltd or your bnk or building society, you re entitled to full nd immedite refund of the mount pid from your bnk or building society. - if you receive refund you re not entitled to, you must py it bck when Exertis (UK) Ltd sks you to. You cn cncel Direct Debit t ny time by simply contcting your bnk or building society. Written confirmtion my be required. Plese lso notify us.

5 TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES. EXERTIS (UK) LIMITED 1 INTERPRETATION 1.1 Definitions. In these Conditions, the following definitions pply: Bckorder: mens n Order where the Goods re not vilble t time of Order plcement nd which re still to be cquired by the Supplier from its min supplier. Business Dy: dy (other thn Sturdy, Sundy or public holidy) when bnks in London re open for business. Conditions: the terms nd conditions set out in this document s mended from time to time in ccordnce with cluse Contrct: the contrct between the Supplier nd the Customer for the sle nd purchse of the Goods nd / or Services in ccordnce with these Conditions. Customer: the person, compny or firm who purchses the Goods nd / or Services from the Supplier. Force Mjeure Event: hs the mening given in cluse 17. Goods: the goods (or ny prt of them) set out in the Order. Insolvency Event: hs the mening given to it in cluse Order: the Customer s order for the Goods nd / or Services mde verblly or in writing s the cse my be. Services: ny customistion, implementtion, instlltion or configurtion services (or ny prt of them), relting to the Goods, provided by the Supplier to the Customer from time to time. Supplier: Exertis (UK) Limited, registered in Englnd nd Wles with compny number with its registered office t Shorten Brook Wy, Althm Business Prk, Althm, Accrington, Lncshire BB5 5YJ. 1.2 Construction. In these Conditions, the following rules pply: () A person includes nturl person, corporte or unincorported body (whether or not hving seprte legl personlity). (b) A reference to prty includes its personl representtives, successors or permitted ssigns. (c) A reference to sttute or sttutory provision is reference to such sttute or provision s mended or re-encted. A reference to sttute or sttutory provision includes ny subordinte legisltion mde under tht sttute or sttutory provision, s mended or re-encted. (d) Any phrse introduced by the terms including, include, in prticulr or ny similr expression shll be construed s illustrtive nd shll not limit the sense of the words preceding those terms. (e) Cluse hedings shll not ffect the interprettion of these Conditions. (f) A reference to writing or written, subject to cluse 18.2, includes fxes nd e-mils. 2 BASIS OF CONTRACT 2.1 These Conditions pply to the Contrct to the exclusion of ny other terms tht the Customer seeks to impose or incorporte (including under ny purchse order, confirmtion of Order, specifiction or ny other document), or which re implied by trde, custom, prctice or course of deling. 2.2 In prepring ny quottion, the Supplier shll be entitled to sk the Customer for, nd the Customer shll provide within 15 Business Dys, such informtion s the Supplier my require in its bsolute discretion. It shll be condition of ny quottion tht the informtion provided by the Customer is correct, ccurte, not misleding nd complete response to the Supplier s request(s) when provided nd remins so for t lest until the lter of the dte when the quottion lpses or the relevnt Goods nd/or Services re delivered. 2.3 The Customer shll indemnify the Supplier in full ginst ll losses, costs, dmges, clims, chrges nd/or expenses (including without limiting effect ny obligtion to py ny sum(s) to the relevnt mnufcturer(s) of relevnt Goods or the provider of relevnt Services) incurred by the Supplier s result (whether directly or indirectly) of informtion provided by the Customer in ccordnce with cluse 2.2 being or subsequently becoming incorrect, inccurte, misleding nd/or incomplete or of the Customer cting other thn in ccordnce with such informtion. 2.4 Sve where indicted to the contrry on the Supplier s quottion, the Supplier s quottion shll utomticlly lpse fter 30 dys of the dte of the quottion. 2.5 The Order constitutes n offer by the Customer to purchse the Goods nd/or Services in ccordnce with these Conditions. The Customer is solely responsible for ensuring tht the terms of the Order re complete nd ccurte. 2.6 The Order shll only be deemed to be ccepted when the Supplier confirms cceptnce of the Order by forml cknowledgment or by processing the Order for delivery (whichever is erlier), t which point the Contrct shll come into existence. The Supplier shll be entitled to either ccept or to reject the Customer s offer nd shll for the voidnce of doubt be under no obligtion to ccept the Customer s offer, prticulrly where its supplier is unble or unwilling to supply the Goods to the Supplier for onwrd supply to the Customer. 2.7 The Supplier s cceptnce of ll Bckorders shll be subject to the Supplier s pprovl of the Customer s credit sttus. 2.8 The Contrct constitutes the entire greement between the prties. The Customer cknowledges tht it hs not relied on ny sttement, promise or representtion mde or given by or on behlf of the Supplier which is not set out in the Contrct. In entering into the Contrct the Customer cknowledges tht it does not rely on, nd irrevocbly wives ny clim it my hve for dmges for or right to rescind the Contrct for, ny such representtions which re not so confirmed (unless such representtions were frudulently mde). 2.9 Any smples, drwings, descriptive mtter or dvertising produced by the Supplier nd ny descriptions or illustrtions contined in the Supplier s ctlogues or brochures re produced for the sole purpose of giving n pproximte ide of the Goods nd / or Services described in them. They shll not form prt of the Contrct or hve ny contrctul force The Supplier reserves the right to vry ny specifiction of the Goods nd / or withdrw, modify or mend ny Goods without prior notice. Any such vrition, withdrwl or modifiction shll not ffect ny Order tht hs lredy been ccepted by the Supplier, sve tht the Supplier reserves the right to mke ny chnges in ny specifiction of the Goods which re required to conform with ny pplicble sttutory requirements. 3 TELECOMMUNICATIONS GOODS 3.1 Where the Goods supplied by the Supplier re to be used in conjunction with British Telecom ( BT ) lines or pprtus then the following dditionl conditions shll pply: () BT shll hve the right to require modifictions to be crried out to Goods lredy instlled nd in use nd the modifictions will be crried out t the Customer s expense; (b) the Customer shll indemnify the Supplier ginst ll nd ny libility, cost or expense rising out of or in connection with dmge, loss or injury to BT goods or personnel in connection with or rising out of the Customer s cts or omissions. 4 DELIVERY 4.1 The Supplier shll ensure tht ech delivery of the Goods is ccompnied by delivery note which shows the dte of the Order, ll relevnt Customer nd Supplier reference numbers, the type nd quntity of the Goods (including the code number of the Goods, where pplicble), specil storge instructions (if ny) nd, if the Order is being delivered by instlments, the outstnding blnce of Goods remining to be delivered. 4.2 The Supplier shll deliver the Goods to the loction stipulted in the Order, or such other loction s the prties my gree (Delivery Loction), within resonble period following receipt of the Order or within such other period s shll be specificlly greed in writing by the Customer nd the Supplier. 4.3 Delivery of the Goods shll be completed: () on the Goods rrivl t the Delivery Loction; or (b) on the completion of loding of the Goods t the Supplier s premises in circumstnces where it hs been greed tht the Customer will collect the Goods from the Supplier. 4.4 Any dtes quoted for delivery re pproximte only, nd the time of delivery is not of the essence. The Supplier shll not be lible for ny dely in delivery of the Goods howsoever cused. 4.5 If following receipt of the Order, the Supplier is unble to deliver the Goods for resons beyond its resonble control (including without limittion ny restriction or withholding of supply by ny mnufcturer), the Supplier shll be entitled to terminte the Contrct nd the Supplier shll hve no libility for such termintion. 4.6 If the Customer fils to tke or (s pproprite) ccept delivery of the Goods, then, except where such filure or dely is cused by Force Mjeure Event or the Supplier s filure to comply with its obligtions under the Contrct: () delivery of the Goods shll be deemed to hve been completed; (b) risk in the Goods shll pss to the Customer (including for loss or dmge cuse by the Supplier s negligence); (c) the Supplier my store the Goods until the Customer tkes delivery of the Goods, whereupon the Customer shll be lible for ll relted costs nd expenses (including without limittion storge nd insurnce); (d) ny discount or other llownce in respect of the Goods, which is or would be otherwise be llowed to the Customer, shll be forfeited by the Customer. 4.7 If the Customer (including in the context of this cluse ny end user or consumer to whom the Supplier hs delivered the Goods t the Customer s request) fils to tke delivery or (s pproprite) ccept delivery of the Goods, the Supplier my resell or otherwise dispose of prt or ll of the Goods nd issue credit note to the Customer for the price of the Goods less ny resonble trnsport nd re-stocking costs. 4.8 The Goods my be delivered in instlments. Ech delivery shll constitute seprte Contrct nd filure by the Supplier to deliver ny one or more of the instlments (or fulty Goods) in ccordnce with these Conditions or ny clim by the Customer in respect of ny one or more instlments shll not entitle the Customer to tret the Contrct s whole s repudited. 4.9 The Customer shll not resell outside the UK ny of the Goods covered by the Export Control Act 2002 (or ny re-enctment thereof) or the Export Administrtion Act 1979 (s mended) of the USA (or ny re-enctment thereof) without obtining ll necessry licences thereunder nd will not resell such Goods within the UK to purchser knowing (or being given resonble grounds to suspect) tht the purchser intends to export such Goods without first obtining either such licences or copy of such licences obtined by the purchser Where Goods re to be exported out of the United Kingdom by the Supplier to the Customer or by the Customer to the Customer s order the provisions of this cluse 4.10 shll (subject to ny specil terms greed in writing between the Customer nd the Supplier) pply notwithstnding ny other provision of these Conditions: () the terms of purchse will be subject only to the mnufcturer s wrrnty nd the Customer shll be solely responsible for ensuring tht it fully understnds nd is wre of such wrrnty terms; (b) the relevnt tx legisltion will be pplied in ccordnce with nd under the United Kingdom legisltion t the time of the Contrct; (c) the Customer shll be responsible for complying with ny legisltion or regultions governing the importtion of the Goods into the country of destintion nd for the pyment of ny duties thereon; (d) unless otherwise greed in writing between the Customer nd the Supplier, the Goods shll be delivered FOB t the ir or se port of shipment; (e) the Customer shll be responsible for rrnging for testing nd inspection of the Goods t the Supplier s premises before shipment. The Supplier shll hve no libility for ny clim in respect of ny defect in the Goods which would be pprent on inspection nd which is mde fter shipment, or in respect of ny dmge during trnsit; (f) the Customer shll not be entitled to withhold pyment of the price for the Goods due to the Customer s filure to comply with the provisions of this cluse; (g) the Goods will be pckged in ccordnce with the Supplier s stndrd prctice, nd the pckging shll meet ny resonbly requirements stipulted in dvnce by ny independent contrctors or shippers. 5 SHORTAGES OR DAMAGE IN TRANSIT 5.1 The Customer shll exmine the Goods immeditely upon delivery. The Supplier shll hve no libility in respect of clims in respect of shortges or picking errors or dmge in trnsit unless the Customer informs the Supplier s customer services deprtment of such shortges or picking errors or dmge by e-mil to customer.services@exertis.co.uk within 5 Business Dys fter delivery. The Customer shll hve no libility in respect of clims for shortges or dmges in trnsit if the Customer or its representtive hs signed for the Goods s being received in good condition. 5.2 Any libility of the Supplier for shortges or picking errors or dmge in trnsit shll be limited to replcing the missing or wrongly picked or dmged Goods within resonble time or issuing credit note t the pro rt Contrct rte ginst ny invoice rised for such Goods. The Customer shll return to the Supplier, promptly upon request, nd in ccordnce with the Supplier s returns policy set out in cluse 8, ny Goods tht hve been incorrectly delivered. 6 NON-DELIVERY 6.1 The Supplier shll not be lible for ny non-delivery of Goods (even if cused by the Customer s negligence) unless the Customer informs the Supplier s customer service deprtment of such non-delivery by e-mil to customer.services@exertis.co.uk within 5 Business Dys of the dte when the Goods would in the ordinry course of events hve been received. 6.2 Any libility of the Supplier for non-delivery of the Goods shll be limited to replcing the Goods within resonble time or issuing credit note t the pro rt Contrct rte ginst ny invoice rised for such Goods. 7 QUALITY 7.1 Goods tht fil on instlltion (D.O.As): The Supplier opertes returns procedure for Goods tht fil on instlltion (D.O.As). The D.O.A returns procedure my vry depending on the mnufcturer of the Goods nd will be notified to the Customer upon the Customer notifying the Supplier tht the Goods hve pprently filed on instlltion. 7.2 Goods tht fil fter instlltion (Fulty Goods): In no circumstnces my the Fulty Goods be returned to the Supplier by the Customer without the prior written consent of the Supplier. The Customer must notify the Supplier of the fult becoming pprent nd follow the instructions notified to it by the Supplier in reltion to the fult. 7.3 The Supplier s libility (in contrct, tort (including negligence), misrepresenttion or otherwise) in respect of defects in the Goods shll be limited to the replcement or repir of fulty items or mteril, or issue of credit note in respect thereof, or the grnting of refund or other such compenstory mesures s the Supplier t its discretion considers pproprite in the circumstnces, nd shll be conditionl upon the Customer complying with the conditions of the mnufcturer s wrrnty (where pplicble). Such mesures shll relte only to the ctul items or their vlue. 7.4 Generl provisions relting to D.O.As nd Fulty Goods: () ny returns shll be subject to, nd the Customer shll comply with, the Supplier s returns uthoristion procedures s set out in cluse 8; (b) the Customer shll be responsible for ll trnsporttion nd insurnce costs relting to returned Goods; (c) the Supplier shll not be responsible for instlltion of returned Goods fter repir or exchnge; nd (d) ny lbour costs nd expenses incurred in extrcting defective prts nd/or components shll be borne by the Customer nd if incurred by the Supplier shll be pid for by the Customer t Supplier s then stndrd pplicble rte. 7.5 The terms implied by sections 13 to 15 of the Sle of Goods Act 1979 re, to the fullest extent permitted by lw, excluded from the Contrct. 7.6 These Conditions shll pply to ny repired or replcement Goods supplied by the Supplier. 8 RETURN OF GOODS 8.1 A returns uthoristion number must first be obtined from the Supplier s customer service deprtment either by telephone, letter or emil. 8.2 The Supplier will not ccept ny returns unless they re notified to the Supplier within 14 dys of the dte of delivery nd returned within 14 dys of the dte of issue of the returns uthoristion number, t the Customer s cost. The notifiction shll include the reson for the return, e.g. whether the Goods re defective or hve been wrongly picked. The Customer hs no right to return Goods which hve been delivered in ccordnce with the Contrct. 8.3 Goods returned must be in the originl pckging nd in clen reslble condition (subject only to defects which hve been notified to the Supplier in ccordnce with cluse 8.2. The returns uthoristion number must be written on lbel ttched to the pckging. Any Goods not meeting these criteri my, t the Supplier s discretion, be refused nd returned to the Customer nd/or, hndling chrge (equl to minimum of 15% of the order vlue of the Goods involved) will be levied to the Customer s ccount to cover the dditionl costs involved (such s, without limittion, repckging costs nd/or the crrige nd ssocited costs of returning the Goods to the Customer). In ddition, the Customer will be chrged for ny dmge cused to the Goods whilst they were in the Customer s custody or control. 8.4 If the Customer fils to mke Goods redy for collection on the return dte greed with the Supplier, the Supplier reserves the right to chrge the Customer hndling fee. 8.5 If, upon exmintion by the Supplier or the mnufcturer, the retuned Goods re found not to be defective, the Supplier reserves the right to return the Goods to the Customer nd to chrge the Customer hndling fee equl to minimum of 15% of the order vlue of the relevnt Goods. In ddition, the Customer shll be deemed to hve purchsed the replcement goods on these terms nd conditions nd the Supplier shll be entitled to invoice the Customer for the replcement goods. 8.6 The Supplier shll not be responsible for the loss in trnsit of ny Goods where the Customer mkes its own rrngements to return the Goods to the Supplier. 9 TITLE AND RISK 9.1 The risk in the Goods shll pss to the Customer on completion of delivery. 9.2 Title to the Goods shll not pss to the Customer until the Supplier hs received pyment in full (in csh or clered funds) for: () the Goods; nd (b) ny other goods or services tht the Supplier (or ny ssocited compny, subsidiry or holding compny of the Supplier) hs supplied to the Customer. 9.3 Until title to the Goods hs pssed to the Customer, the Customer shll: () hold the Goods on fiduciry bsis s the Supplier s bilee; (b) store the Goods seprtely from ll other goods held by the Customer so tht they remin redily identifible s the Supplier s property; (c) not remove, defce or obscure ny identifying mrk or pckging on or relting to the Goods; (d) mintin the Goods in stisfctory condition nd keep them insured ginst ll risks for their full price from the dte of delivery; (e) notify the Supplier immeditely upon the occurrence of n Insolvency Event; nd (f) give the Supplier such informtion relting to the Goods s the Supplier my require from time to time, but the Customer my resell or use the Goods in the ordinry course of its business; (g) be obliged to store the Supplier s goods seprtely nd identify them s belonging to the Supplier; nd (h) llow the Supplier ccess to its premises to verify tht the goods hve been stored correctly. 9.4 The Supplier shll be entitled to recover pyment for the Goods notwithstnding tht ownership of ny Goods hs not pssed from the Supplier. 9.5 If, before title to the Goods psses to the Customer, the Customer becomes subject to n Insolvency Event, or the Supplier resonbly believes tht ny Insolvency Event is bout to hppen nd notifies the Customer ccordingly, or if the Customer s right to possession of the Goods is terminted in ccordnce with cluse 9.6, or if ny sum due to the Supplier s referred to in cluse 9.2 is not pid when due, then, provided tht the Goods hve not been resold or irrevocbly incorported into nother product, nd without limiting ny other right or remedy the Supplier my hve, the Supplier my t ny time require the Customer to deliver up the Goods nd, if the Customer fils to do so promptly, enter ny premises of the Customer or of ny third prty where the Goods re stored in order to recover them. 9.6 The Customer s right to possession of the Goods shll terminte immeditely if the Customer becomes subject to n Insolvency Event. However the Supplier, hving been informed of the Customer becoming subject to n Insolvency Event, my consent in writing (subject to such terms s the Supplier my in its sole discretion impose in respect of such consent) to the Customer s continued right of possession of the Goods. 10 CUSTOMER S PROPERTY 10.1 The Customer s property supplied to the Supplier by or on behlf of the Customer shll, while it is in possession of the Supplier or in trnsit to or from the Customer, be deemed to be t the Customer s risk nd the Customer shll insure ccordingly The Supplier shll be entitled to mke resonble chrge for the storge of ny of the Customer s property left with the Supplier before receipt of the Order or fter notifiction to the Customer of completion of the Services. continued... Plese return to: Exertis (UK) Ltd, Shorten Brook Wy, Althm Business Prk, Althm, Accrington, Lncs, BB5 5YJ. Tel: Emil: newccounts@exertis.co.uk

6 TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES. EXERTIS (UK) LIMITED - continued 11 SUPPLY OF SERVICES 11.1 The Customer my rise n Order for Services tht it wishes the Supplier to provide in connection with the Goods. The Supplier shll, s soon s resonbly possible following its cceptnce of ny such Order, notify the Customer of the dte by which it plns to commence the Services under the Order. Unless otherwise greed by the prties in writing, the Customer shll not dely the greed delivery dte for the Services In preprtion for the Services to be performed, the Customer shll: () t its cost, prepre the Customer site nd co-operte with the Supplier in ccordnce with the Supplier s instructions nd timescles; nd (b) provide n dequte environment nd spce for the sfe opertion of the Services The Supplier shll provide the Services using resonble cre nd skill The Supplier shll be entitled to chrge the Customer for ny costs incurred by the Supplier s result of ny filure by the Customer to stisfy ny requirements of cluse The Customer hereby permits the Supplier to hve ccess to the Customer site for the purpose of crrying out the Services t such times s my be greed between the Supplier nd the Customer, such ccess not to be unresonbly withheld or delyed The Supplier shll hve the right to mke ny chnges to the Services which re necessry to comply with ny pplicble lw or sfety requirement, or which do not mterilly ffect the nture or qulity of the Services, nd the Supplier shll notify the Customer in ny such event If the Services include configurtion services the Customer shll be solely responsible for the ccurcy of its Order which includes ny such configurtion services, the specifiction of the components nd their configurtion nd for ensuring tht the configured Goods specified re stisfctory for the purpose for which they re required, including tht they hve sufficient overll functionlity nd will support nd be comptible nd inter-operble with ny hrdwre, softwre nd middlewre with which they re intended to operte. 12 CREDIT ACCOUNT 12.1 The Customer my pply to open credit ccount with the Supplier by obtining credit ccount ppliction form from the Supplier Once the Customer hs returned the credit ccount ppliction form to the Supplier, the Supplier will review the credit ccount ppliction nd notify the Customer of its cceptnce or rejection within 10 Business Dys of receiving the credit ccount ppliction (Appliction Period) The Customer my request tht the Appliction Period is expedited nd the Supplier my expedite the Appliction Period t its sole discretion Following the opening of credit ccount, the Supplier will issue credit sttement to the Customer on monthly bsis Credit ccounts with overdue blnces will be plced on credit hold. This mens tht no further goods will be desptched nd ll support nd repir/wrrnty services withdrwn until the ccount is brought into order. Repeted filure to dhere to the Supplier s credit terms will result in permnent loss of the credit ccount. 13 PRICE AND PAYMENT 13.1 The price of the Goods nd / or Services shll be the price t the dte of disptch or performnce nd the Supplier reserves the right to mend its quoted prices t ny time prior to disptch The Supplier my, by giving notice to the Customer t ny time, increse the price of the Goods nd / or Services to reflect ny increse in the cost of the Goods nd / or Services tht is due to: () ny fctor beyond the Supplier s control (including foreign exchnge fluctutions, increses in txes nd duties, complince with sttutory provisions from time to time in force, nd increses in lbour, mterils nd other mnufcturing costs nd increses in prices chrged to the Supplier by ny mnufcturer); (b) ny request by the Customer to chnge the delivery dte(s), the Delivery Loction, quntities, cpcity, form, content, style, description or types of Goods nd / or Services ordered; or (c) ny dely cused by ny instructions of the Customer or filure of the Customer to give the Supplier dequte or ccurte informtion or instructions Unless otherwise expressly greed in writing the price of the Goods is exclusive of the costs nd chrges of pckging, insurnce, trnsport of the Goods nd ny services, ll of which will be chrged t n extr cost. Any work or services crried out dditionl to tht specified in the relevnt quottion or the Order, whether experimentlly or otherwise, shll be chrged to the Customer The price of the Goods nd / or Services is exclusive of mounts in respect of vlue dded tx (VAT). The Customer shll, on receipt of vlid VAT invoice from the Supplier, py to the Supplier such dditionl mounts in respect of VAT s re chrgeble on the supply of the Goods nd / or Services The Supplier my invoice the Customer for the Goods nd Services on the dte of disptch of the Goods for delivery Unless otherwise greed between the prties in writing, nd except in the cse of csh sle which shll be pid for in ccordnce with cluse 13.7, the Customer shll py the invoice in full nd in clered funds within 30 dys of the dte of the invoice Where the Customer does not hve credit ccount with the Supplier, the Supplier my require immedite pyment in full upon plcing the Order Pyment my be mde by credit crd. There will be surchrge of 1.5% for pyment by this method. The Supplier ccepts the following crds: Vis, Access, Delt, Solo nd Mestro The time of pyment shll be of the essence of the Contrct The Customer shll mke ll pyments in pounds sterling. Where pyments in n lterntive currency re uthorised in writing by n uthorised representtive of the Supplier prior to the Contrct being concluded, such pyments shll be mde by telegrphic trnsfer to the ccount to be designted by the Supplier s uthorised representtive from time to time If the Customer fils to mke ny pyment due to the Supplier under the Contrct by the due dte for pyment (due dte), then the Customer shll py interest on the overdue mount t the rte of 4% per nnum bove the Bnk of Englnd bse rte from time to time. Such interest shll ccrue on dily bsis from the due dte until the dte of ctul pyment of the overdue mount, whether before or fter judgment. The Customer shll py the interest together with the overdue mount nd n dministrtion chrge of 5% of the totl mount due To the extent tht the Customer hs negotited ny rebte, discount or other concession directly with ny mnufcturer of the Goods, this shll be mtter between the Customer nd such mnufcturer nd shll not bind or hve ny effect on the Supplier including without limittion the Customer s obligtion to py to the Supplier ll mounts due under this Contrct in full The Customer shll py ll mounts due under the Contrct in full without ny deduction or withholding except s required by lw nd the Customer shll not be entitled to ssert ny credit, set-off or counterclim ginst the Supplier in order to justify withholding pyment of ny such mount in whole or in prt. The Supplier my t ny time, without limiting ny other rights or remedies it my hve, set off ny mount owing to it by the Customer ginst ny mount pyble by the Supplier to the Customer In no cse shll ny dispute concerning: () ny item or seprte prt of the Goods or Services; or (b) ny other contrctul obligtion or libility of the Supplier to the Customer, ffect the Customer s obligtion in respect of pyments to be mde under these Conditions. 14 CANCELLATION, TERMINATION AND SUSPENSION 14.1 The Customer s Order once ccepted by the Supplier my only be cncelled or suspended with the Supplier s written consent nd the Customer cknowledges tht the Supplier reserves the right to require the Customer to reimburse the Supplier in full for ny loss suffered s result of such cncelltion or suspension (including, but not limited to, pyment for Services lredy crried out, mterils specificlly ordered nd other dditionl costs including storge, loss of profit, dmges, chrges nd expenses). Without limiting its rights under the Contrct in ny wy, the Supplier reserves the right to chrge the Customer for lost profit should the Customer cncel the Order without prior written greement of the Supplier Without limiting its other rights or remedies the Supplier my, without libility to the Customer, suspend, cncel or terminte the Contrct (nd/or ll further deliveries nd/or ll support nd repir/wrrnty services under the Contrct or ny other contrct between the Customer nd the Supplier) with immedite effect by giving written notice to the Customer, nd my recover ll losses resulting therefrom, if the Customer: () commits mteril brech of its obligtions under the Contrct; (b) fils to py ny mount due under the Contrct on the due dte for pyment; (c) fils to py ny mount due under ny contrct referred to in cluse 9.2; (d) commits or is prty to dishonest or frudulent conduct in reltion to the Contrct; nd / or (e) becomes subject to n Insolvency Event On termintion or suspension of the Contrct for ny reson: () the Customer shll immeditely py to the Supplier ll of the Supplier s outstnding unpid invoices nd interest nd, in respect of Services supplied but for which no invoice hs yet been submitted, the Supplier shll submit n invoice, which shll be pyble by the Customer immeditely on receipt; (b) the Customer shll return ll Goods which hve not been fully pid for. If the Customer fils to do so, then the Supplier my enter the Customer s premises or ny other loction nd tke possession of them. Until they hve been returned, the Customer shll be solely responsible for their sfe keeping nd will not use them for ny purpose not connected with the Contrct; (c) the ccrued rights nd remedies of the prties s t termintion shll not be ffected, including the right to clim dmges in respect of ny brech of the Contrct which existed t or before the dte of termintion or expiry; nd (d) cluses which expressly or by impliction hve effect fter termintion shll continue in full force nd effect. 15 INSOLVENCY EVENTS 15.1 For the purpose of these Conditions, the following events shll be deemed to be Insolvency Events: () the Customer suspends, or thretens to suspend, pyment of its debts, or is unble to py its debts s they fll due or dmits inbility to py its debts, or (being compny) is deemed unble to py its debts within the mening of section 123 of the Insolvency Act 1986, or (being n individul) is deemed either unble to py its debts or s hving no resonble prospect of so doing, in either cse, within the mening of section 268 of the Insolvency Act 1986, or (being prtnership) hs ny prtner to whom ny of the foregoing pply; (b) the Customer commences negotitions with ll or ny clss of its creditors with view to rescheduling ny of its debts, or mkes proposl for or enters into ny compromise or rrngement with its creditors; (c) (being compny) petition is filed, notice is given, resolution is pssed, or n order is mde, for or in connection with the winding up of the Customer, other thn for the sole purpose of scheme for solvent mlgmtion of the Customer with one or more other compnies or the solvent reconstruction of the Customer; (d) (being n individul) the Customer is the subject of bnkruptcy petition or order; (e) creditor or encumbrncer of the Customer ttches or tkes possession of, or distress, execution, sequestrtion or other such process is levied or enforced on or sued ginst, the whole or ny prt of its ssets; (f) (being compny) n ppliction is mde to court, or n order is mde, for the ppointment of n dministrtor or if notice of intention to ppoint n dministrtor is given or if n dministrtor is ppointed over the Customer; (g) (being compny) floting chrge holder over the Customer s ssets hs become entitled to ppoint or hs ppointed n dministrtive receiver; (h) person becomes entitled to ppoint receiver over the Customer s ssets or receiver is ppointed over the Customer s ssets; (i) ny event occurs, or proceeding is tken, with respect to the Customer in ny jurisdiction to which it is subject tht hs n effect equivlent or similr to ny of the events mentioned in cluse 15.1() to cluse 15.1(h) (inclusive); (j) the Customer encumbers or in ny wy chrges ny of the Goods; (k) the Customer suspends, thretens to suspends, ceses or thretens to cese to crry on ll or substntilly the whole of its business; (l) the Customer s finncil position deteriortes to such n extent tht in the Supplier s opinion the Customer s cpbility to dequtely fulfil its obligtions under the Contrct hs been plced in jeoprdy; nd (m) (being n individul) the Customer dies or, by reson of illness or incpcity (whether mentl or physicl), is incpble of mnging his or her own ffirs or becomes ptient under ny mentl helth legisltion. 16 LIMITATION OF LIABILITY 16.1 Nothing in these Conditions shll limit or exclude the Supplier s libility for: () deth or personl injury cused by its negligence, or the negligence of its employees, gents or subcontrctors (s pplicble); (b) frud or frudulent misrepresenttion; (c) brech of the terms implied by section 12 of the Sle of Goods Act 1979; or (d) defective products under the Consumer Protection Act Subject to cluse 16.1: () the Supplier shll under no circumstnces whtever be lible to the Customer for ny losses or dmges which my be suffered by the Customer (or ny person climing under or through the Customer), whether the sme re suffered directly or indirectly or re immedite or consequentil, nd whether the sme rise in contrct, tort (including negligence), brech of sttutory duty, or otherwise howsoever including those, which fll within ny of the following ctegories (without limittion): (i) specil dmge even if the Supplier ws wre of the circumstnces in which such specil dmge could rise; (ii) loss of profits; (iii) loss of nticipted svings; (iv) loss of business opportunity; nd (v) loss of goodwill; nd (b) the Supplier s totl libility to the Customer in respect of ll other losses rising under or in connection with the Contrct, whether in contrct, tort (including negligence), brech of sttutory duty, or otherwise, shll in no circumstnces exceed the price of the Goods nd Services All wrrnties, conditions nd other terms implied by sttute or common lw re, to the fullest extent permitted by lw, excluded from the Contrct All reference to the Supplier in this cluse 16 shll, for the purposes of this cluse only, be treted s including ll employees, subcontrctors nd suppliers of the Supplier, ll of whom shll hve the benefit of the exclusions nd limittions of libility set out in this cluse. 17 FORCE MAJEURE The Supplier shll not be lible for ny filure or dely in performing its obligtions under the Contrct to the extent tht such filure or dely is cused by Force Mjeure Event. A Force Mjeure Event mens ny event beyond the Supplier s resonble control, which by its nture could not hve been foreseen, or, if it could hve been foreseen, ws unvoidble, including strikes, lock-outs or other industril disputes (whether involving its own workforce or third prty s), filure of energy sources or trnsport network, cts of God, wr, terrorism, riot, civil commotion, interference by civil or militry uthorities, ntionl or interntionl clmity, rmed conflict, mlicious dmge, brekdown of plnt or mchinery, nucler, chemicl or biologicl contmintion, sonic boom, explosions, collpse of building structures, fires, floods, storms, erthqukes, loss t se, epidemics or similr events, nturl dissters or extreme dverse wether conditions, or defult of suppliers or subcontrctors. 18 GENERAL 18.1 Assignment nd subcontrcting. () The Supplier my t ny time ssign, trnsfer, chrge, subcontrct or del in ny other mnner with ll or ny of its rights or obligtions under the Contrct. (b) The Customer my not ssign, trnsfer, chrge, subcontrct or del in ny other mnner with ll or ny of its rights or obligtions under the Contrct without the prior written consent of the Supplier Notices. () Any notice given to prty under or in connection with the Contrct shll be in writing, ddressed to tht prty t its registered office (if it is compny) or its principl plce of business (in ny other cse) or such other ddress s tht prty my hve specified to the other prty in writing in ccordnce with this cluse, nd shll be delivered personlly, sent by pre-pid first clss post, recorded delivery, commercil courier or fx. Notices will not be vlidly served if sent by e-mil. (b) A notice shll be deemed to hve been received: if delivered personlly, when left t the ddress referred to in cluse 18.2(); if sent by pre-pid first clss post or recorded delivery, t 9.00 m on the second Business Dy fter posting; if delivered by commercil courier, on the dte nd t the time tht the courier s delivery receipt is signed; or, if sent by fx, one Business Dy fter trnsmission. (c) The provisions of this cluse shll not pply to the service of ny proceedings or other documents in ny legl ction Severnce. () If ny court or competent uthority finds tht ny provision of the Contrct (or prt of ny provision) is invlid, illegl or unenforceble, tht provision or prt-provision shll, to the extent required, be deemed to be deleted, nd the vlidity nd enforcebility of the other provisions of the Contrct shll not be ffected. (b) If ny invlid, unenforceble or illegl provision of the Contrct would be vlid, enforceble nd legl if some prt of it were deleted, the provision shll pply with the minimum modifiction necessry to mke it legl, vlid nd enforceble Wiver. A wiver by the Supplier of ny right or remedy under the Contrct is only effective if given in writing nd shll not be deemed wiver of ny subsequent brech or defult. No filure or dely by the Supplier to exercise ny right or remedy provided under the Contrct or by lw shll constitute wiver of tht or ny other right or remedy, nor shll it preclude or restrict the further exercise of tht or ny other right or remedy. No single or prtil exercise of such right or remedy by the Supplier shll preclude or restrict the further exercise of tht or ny other right or remedy Third prty rights. A person who is not prty to the Contrct shll not hve ny rights under or in connection with it Vrition. Except s set out in these Conditions, ny vrition to the Contrct, including the introduction of ny dditionl terms nd conditions, shll only be binding when greed in writing nd signed by the Supplier Governing lw nd jurisdiction. The Contrct, nd ny dispute or clim rising out of or in connection with it or its subject mtter or formtion (including non-contrctul disputes or clims), shll be governed by, nd construed in ccordnce with, English lw, nd the prties irrevocbly submit to the exclusive jurisdiction of the courts of Englnd nd Wles. I hve red nd ccept Exertis (UK) Ltd terms nd conditions of sle detiled overlef/bove. All signed copies of the Agreement shll be deemed originls. On behlf of compny Signed Nme Title Dte