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These Terms and Conditions are for Customers buying components / complete systems from SeriousComponents. For more information please call sales on; 0131 665 0271.
- Definitions and General
1.1 In these terms and conditions:
SeriousComponents means www.Seriouscomponents.com, 66 Denholm Avenue, Musselburgh, EH21 6TY, Scotland.
"Agreement" means the agreement however made for the supply of Goods and or Services by SeriousComponents to the Customer
"Customer" means the party to whom SeriousComponents has agreed to provide the Goods and Service including its employees agents and servants
"Goods" means any equipment purchased by the Customer including hardware, software and any other material supplied by SeriousComponents
"Force Majeure" shall include without prejudice to the generality of the expression act of God war, riots insurrection, governmental regulations, legal restrictions embargoes strikes labour disputes shortages of materials fire floods tempest or any other cause or event outside of the control of SeriousComponents howsoever caused or arising
"Service" means the Service supplied or to be supplied by SeriousComponents to the Customer under a Hardware Maintenance Agreement
- Terms and Conditions
2.1 These Terms and Conditions of Sale shall be incorporated into all Contracts of Sale made by SeriousComponents for the sale of any Goods. Any printed or other terms or conditions used by the Customer are excluded and SeriousComponents shall not be bound by any terms or conditions in the Customer's order. If the Customer's order contains any terms and conditions then these Terms and Conditions of Sale shall take precedence over such terms and conditions in the Customer's order which shall be deemed deleted without notice.
2.2 The employees of SeriousComponents are not authorised to make oral representations as to the description quality or fitness for any particular purpose of the Goods supplied under the Agreement. If a written representation is made or an opinion expressed orally which materially affects the Customer's decision to purchase the Goods, it is up to the Customer to validate this information and assess the viability of the claim before entering into the Agreement.
2.3 All descriptions and other information contained in sales literature advertisements and quotations may include information received from SeriousComponents suppliers and agents and SeriousComponents cannot be held responsible for any inaccuracy in their information passed on in good faith.
2.4 Any typographical clerical or other error or omission in any sales literature advertisements quotations price lists acceptance of offer invoices delivery note or any other document or information issued by SeriousComponents shall be subject to correction without any liability on the part of SeriousComponents.
2.5 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer's acceptance of these Conditions.
- Price
3.1 SeriousComponents sales literature, price lists, other advertising literature or other material do not constitute an offer unless expressed in a fixed quotation open for a specific period and SeriousComponentsreserves the right to withdraw or revise the same at any time prior to the Agreement.
3.2 Unless otherwise expressly provided the price is exclusive of:-
3.2.1 Value Added Tax and any other United Kingdom tax or duty payable.
3.2.2 Customs and Excise duties, import or export duties and all other taxes, tariffs and surcharges of any nature imposed or levied in any country or territory.
3.3 Where the Goods are not paid for in full at the time the Customer enters into the Agreement or unless expressly provided in writing payment for the Goods shall be due in full without set-off or deduction within seven days of SeriousComponents invoice.
3.4 Where payment becomes overdue (and without prejudice to the rights which SeriousComponents may have) SeriousComponents shall be entitled to charge interest at the rate of 3% per month over the Base Rate of Barclays Bank Plc from time to time in force on a daily basis to be liable from the due date for payment thereof until receipt by SeriousComponents of the full amount whether before or after Judgment.
3.5 If it is agreed that the Price shall be payable by installments, in the event of a failure by the Customer to pay any installment on the due date the whole of the balance of the price shall become due and payable forthwith.
3.6 In the case of death, permanent incapacity, bankruptcy or insolvency of the Customer or when the Customer is a limited company in the case of a liquidation or the appointment of a receiver, the outstanding balance of the purchase price of all goods invoiced and for delivery by SeriousComponents to the Customer prior to the date of the relevant event shall immediately become due and payable from the Customer to SeriousComponents.
3.7 On the happening of any events in the sub clauses 3.5 or 3.6 above SeriousComponents (in addition and without prejudice to its other rights referred to in this clause) will have the right to cancel every contract made with the Customer and/or to suspend or continue delivery of the goods at SeriousComponents option without prejudice to SeriousComponents right to recover damages for any loss sustained by them.
3.8 Any discounts agreed by SeriousComponents and the Customer shall cease to apply if there is any default by the Customer of the specific terms agreed. The Customer accepts that any such default on his part or in the event of collection being ordered by a Court, the full amount of the contract price will be payable by the Customer to SeriousComponents.
- Availability and Delivery
4.1 Acceptance and completion of an order is subject always to the goods which have been ordered being available and SeriousComponents shall be under no liability for delay or non-performance caused either by the goods being not available or by any circumstances beyond SeriousComponents control.
4.2 Time of delivery of the goods is not to be the essence of any Agreement. Any date for delivery given by SeriousComponents is the best estimate that can be made and SeriousComponents shall not be liable for any loss or damage (whether direct or consequential) caused by delivery being after the quoted date. Any delay in delivery cannot be used by the Customer as grounds for the cancellation of the Agreement.
4.3 Where goods contracted for are delivered in installments each delivery shall be deemed to be the subject of a separate enforceable Agreement.
- Risk
5.1 Goods the subject of any Agreement by SeriousComponents to sell shall be at the risk of the intending Customer as soon as they are delivered by SeriousComponents to the Customer at SeriousComponents premises the Customer's vehicles or premises or otherwise to the Customer's order.
5.2 The intending Customer acknowledges that the Customer is in possession of goods solely as bailee for SeriousComponents until such time as the full Price thereof is paid to SeriousComponents and until the price is paid to SeriousComponents in full the property in the Goods shall remain the sole and absolute property of SeriousComponents as legal and equitable owner.
5.3 Until such a time as the intending Customer becomes the owner of the goods the Customer will store them on his premises separately from the Customer's own goods or those of any other person and in a manner which makes them readily identifiable as the goods of SeriousComponents.
5.4 The intending Customer's right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy or if he, being a company, does anything or fails to do anything which would entitle any person to present a Petition for winding-up. SeriousComponents may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5.5 If goods the property of SeriousComponents are admixed with goods the property of the intending Customer or are processed with or incorporated therein, the produce thereof shall become and/or shall be deemed to be the sole and exclusive property of SeriousComponents. If goods the property of SeriousComponents are admixed with goods the property of any other person other than the intending Customer or are processed with or incorporated therein, the produce thereof shall become or shall be deemed to be owned in common with that other person.
5.6 The intending Customer shall be at liberty to agree to sell on any product produced from or with SeriousComponents goods on the express condition that such an agreement to sell shall take place as agents and bailees for SeriousComponents whether the intending buyer sell on his own account or not and that the entire proceeds therefore are held in trust for SeriousComponents and are not mingled with any other monies and shall at all times be identifiable as SeriousComponents monies.
5.7 At any time after default by the Customer in paying for goods supplied on a demand by SeriousComponents any goods which SeriousComponents has not received payment in full shall be returned to SeriousComponents. The Customer hereby gives a licence to SeriousComponents and its employees agents servants and suppliers to enter on to any premises of the Customer for the purpose of removing any goods in such event.
- Assignment
The Customer shall not assign his interest in this Agreement
- Waiver
No waiver or modification of the Terms of this Agreement shall be binding upon SeriousComponents.
- Force Majeure
If performance of SeriousComponents is delayed or hindered by circumstances outside its control or amounting to Force Majeure as defined in the Agreement the following provisions shall apply.
8.1 SeriousComponents will as soon as reasonably practicable give the Customer notice of the reasons of the delay or hindrance and failing to give such notice will not prevent SeriousComponents relying on the remaining provisions of this clause and SeriousComponents will incur no liability for failure to give such notice.
8.2 SeriousComponents duty to inform shall be suspended for as long as the circumstances amounting to Force Majeure continue and the time for performance of SeriousComponents obligations shall be extended by a period equal to the duration of those circumstances.
- Faulty Goods and Defects
9.1 SeriousComponents will only supply and use materials and goods within the scope of published specifications from appropriate manufacturers and suppliers but the Goods are supplied subject to any conditions of sale relating thereto by the relevant manufacturer or supplier. Where any materials or goods being faulty SeriousComponents liability in respect of such faults will be limited to such amount (if any) as it may be able to recover from the manufacturer or supplier within a period of one year from the date of purchase of the Goods from SeriousComponents by the Customer unless otherwise expressly provided in writing by SeriousComponents.
9.2 All return items must have a valid Return Merchandise Authorisation number (RMA). Returned items must be in original packaging, with all original boxes, packing materials, manuals, blank warranty cards, all other accessories however small and documentation provided by the manufacturer. If a product develops a fault outwith
7 days of receipt then provided your product is within its warranty period, you are entitled to a warranty repair. In some cases, manufacturers provide an additional full on-site service and or telephone help facilities for your convenience which of course, we recommend you utilise in order to correct the fault quickly.
The manufacturer of your product will be pleased to assist with your enquiry, however should you have any difficulties, or prefer SeriousComponents to handle the return on your behalf, then we are happy to do so.
9.3 Save as expressly provided in the Agreement no statutory or other warranty condition description or representation of any kind whatsoever on the part of SeriousComponents including (but not limited to) any such as to the merchantability or fitness for any purpose of the goods supplied under the Service or the Service is given or to be implied by the Agreement nor is any such warranty description condition or representation to be taken to have been given or implied from anything said or written in negotiations between SeriousComponents and the Customer or their respective representatives prior to this Agreement.
9.4 Save as aforesaid SeriousComponents shall be under no liability whatsoever to the Customer howsoever arising including but not limited to liability arising from SeriousComponents negligence or that or any person for whom SeriousComponents is vicariously liable.
9.5 SeriousComponents shall have no liability for destruction or damage to the Customer's data howsoever arising including defects in the Goods and for repair or Service undertaken by SeriousComponents.
- Indemnity
10.1 The Customer agrees to indemnify SeriousComponents against any damages losses costs claims or expenses incurred by SeriousComponents in respect of any claim brought against SeriousComponents by any third party for
10.1.1 any loss injury or damage wholly or partly caused by the Goods or its use
10.1.2 any loss injury or damage in any way connected with the performance of this Agreement
- Intellectual Property
The Customer is responsible for ensuring that the software is suited to the Customers intended purpose notwithstanding any information which may have been given to the Customer by SeriousComponents in connection with any software purchased by the Customer for use with the Goods. It is the responsibility of the Customer to ensure that the terms of any licence required to operate the software are satisfactory and the purchase and use thereof by the Customer is subject to the terms and conditions (if any) of the software supplier or any party who has any property rights attaching thereto.
- 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 SeriousComponents of an ultimate destination for any products, the Customer will not export or re-export directly any products without first obtaining all such written consents or authorisations as may be required by any applicable government regulations.
- Insolvency of Customer
13.1 This clauses applies where:
13.1.1 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 amalgamation or reconstruction)
13.1.2 An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer
13.1.3 The Customer ceases or threatens to cease to carry on business
13.1.4 SeriousComponents reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notified the Customer accordingly
13.2 If this clause applies then without prejudice to any other right or remedy available to the Customer SeriousComponents shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Customer and if the Goods have been delivered but not paid for the price shall become immediately due and payable that despite any previous arrangement or agreement to the contrary.
- Severability
In the event that any of these Conditions or any part of any of them shall be held to be invalid or unenforceable, such invalidity or unenforceability of such condition or part thereof shall not affect the validity and enforceability of all remaining Conditions and parts of Conditions.
- Software
15.1 Where the Goods include software and the Customer has been furnished with the developer's software licence, the Customer shall once having opened the packaging in which the software and licence is delivered be liable for payment in full to SeriousComponents.
15.2 In the absence of the developer's software licence being furnished, the Customer shall accept a non-exclusive, non-transferable licence to use the software as provided in these Conditions and subject to the further provisions of Condition 15.3 and 15.4
15.3 The Customer shall not copy (other than for normal equipment operation), reproduce, translate, adapt, vary or modify the software or communicate any part of it to a third party without the prior written consent of SeriousComponents.
15.4 The licence granted by Condition 15.2 shall continue until or unless:-
15.4.1 either party gives to the other one month's prior written notice of termination on or before the expiry of which the Buyer shall return or destroy the software as SeriousComponents shall direct which notice may only be given by SeriousComponents if the continued use or possession of the Software by the Customer infringes the developer's third party rights or if SeriousComponents is required to give notice by law
15.4.2 SeriousComponents terminates the licence immediately if the Customer fails or has failed to comply with any term of condition of the Agreement including (without limitation) breach of copyright, patent or confidentiality.
- General
16.1 The Customer represents and warrants that it is duly authorised and empowered to enter into this Agreement and that such authority shall continue during the term of this Agreement.
16.2 This Agreement represents the entire Agreement between the parties. Each party warrants that no representation has been made which had induced the other to enter into this Agreement.
16.3 Side headings are for convenience only and shall not affect the construction of the conditions of this Agreement.
16.4 No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred upon such party in this Agreement shall operate as a waiver of such power or right, nor shall any single or partial exercise of any such power or right preclude any other further exercise of any other power or right.
16.6 This Agreement shall be governed by the law of Scotland and the Customer hereby submits to the non-exclusive jurisdictions of Scottish Courts.
16.7 Any notice given under this Agreement by either party to the other must be in writing and may be effected by personal delivery, fax or registered mail postage and shall in the case of fax be deemed to be received on the same date as it was sent and in the case of postage within 48 hours after the date of posting. Notices sent by post shall be sent to the addresses of the parties set out overleaf or to another address notified in writing to the other for such purpose after the date of this Agreement.
- Distance selling regulations
17.1 Under the Distance Selling Regulations the customer has the right to cancel the order for any item purchased and claim a full refund. This right does not apply in the case of software where the seal has been broken. To cancel your order you must notify SeriousComponentsas required in Clause 17.2 within
7 working days following the day of delivery. You must return the product to us as required by these Terms but if you do not or if you return the product at our expense we may charge you the reasonable costs of returning a product.
17.2 Should you wish to exercise your rights under the Distance Selling Regulations your order may only be cancelled in writing, by fax or by e-mail. Telephone cancellations cannot be accepted.
17.3 The goods must be returned in an unopened and re-saleable condition. You are responsible for the cost of safe carriage back to us. The product should be packed in its original packaging. It is essential that there is no damage to any part of packaging. Care must be taken when packing products for transit. You are advised to arrange for adequate insurance to cover the product during its return journey.
17.4 The product should be returned within seven working days from the date we receive your cancellation. If you are unable to return the product to us within seven working days you must contact us to arrange a collection that will be at your cost.
17.5 You may cancel Services in the same way, within ten days of purchase, unless the services begin sooner. The Distance Selling Regulations do not apply to financial and insurance services.
17.6 Software can only be returned if the seal on the product is completely intact. SeriousComponents will not refund for any software when the licence has been activated or agreed by the customer.
- Bespoke systems
18.1 Bespoke systems are not covered by the Distance Selling Regulations.
18.2 Requests to cancel or reschedule bespoke orders must be made in writing (by registered post) by the buyer to the seller. The 'seller' is under no obligation to accept such cancellations or reschedules. Without prejudice, the seller reserves the right to implement a charge on the buyer to recover the costs and loss of profit incurred due to such cancellation for whatever reason, (normally a minimum of 20% of the full purchase price) should the seller agree to a cancellation.
18.3 On-site warranty may not be appropriate on bespoke systems due to availability of specialist parts, in most cases the product will need to be returned to SeriousComponents.
- Miscellaneous
19.1 The customer is responsible for there own choice of product to best suit the purpose it is intended, furthermore the customer is responsible for their telephone and postal charges in contacting SeriousComponents. The customer must at all times provide SeriousComponents with due care and attention, co-operation, and access in order that they may carry out it's duties failing which the seller it will be released from all further obligations and shall not offer any further assistance.
19.2 Telephone calls to SeriousComponents may be monitored and recorded for training purposes and may be used to monitor the accuracy of the information provided by customers and staff including any dispute resolution.
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