1.1 In these conditions: “Company” means Workflowz Limited “Conditions” means the standard conditions of sale set out in this document and include any Special Conditions annexed hereto “Contract” means the contract for the sale and purchase of the Goods “Goods” means all or any products (including any instalment of the Goods or any part of them,) which the Company is to supply in accordance with these Conditions “Purchaser” means the person whose order for the Goods is accepted by the Company “Special Order” means any order for the goods in respect of which the Company notifies the Purchaser, by endorsement of an order acknowledgement or otherwise, that the Goods shall be supplied as a Special Order “Writing” includes facsimile transmission, e-mail, edit and other comparable means of communication
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 Words denoting the singular number only, include the plural and vice versa.
1.4 The headings used in these Conditions are for convenience only and shall not affect the construction thereof.
2. Basis of Sale
2.1 The Company sells and the Purchaser purchases the Goods in accordance with any written quotation of the Company which is accepted by the Purchaser or any written order of the Purchaser which is accepted by the Company subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions which the Purchaser applies or purports to apply to the Contract. In the alternative, flexible rental options are available upon application.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Purchaser and a director of the Company.
2.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in Writing. In entering into the Contract the Purchaser acknowledges that it does not rely on any representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees or agents to the Purchaser or its employees or agents as to the storage, application or use of the Goods which is not Confirmed in Writing by the Company is followed or acted upon entirely at the Purchaser’s own risk, and accordingly the Purchaser acknowledges that it does not rely on and waives any claim for breach of any such representation which is not so confirmed.
2.5 Any typographical, clerical or other error or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be Subject to correction without any liability on the part of the Company.
3. Orders and Specifications
3.1 These Conditions shall apply to any quotation or order relating to the design, manufacture and/or supply of any Goods by the Company and to any Contract arising there from.
3.2 No order submitted by the Purchaser shall be deemed to be accepted by the Company unless and until confirmed in Writing by the Company’s authorised representative. In any event any acceptance by the Company of work involving consultancy or integration into any management information systems or accounts packages is subject to our full technical analysis which we will carry out as soon as is reasonably practicable.
3.3 The Purchaser shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification of design) submitted by the Purchaser and for giving the Company any necessary information relating to the Goods within a sufficient time to enable the Company to perform the Contract in accordance with its obligations.
3.4 The quantity and description of the Goods to be supplied shall be those set out in the Company’s confirmation in writing sent pursuant to clause 3.2 hereof.
3.5 The Company reserves the right (but not so as to be obliged to do so) to make any changes in the quality or specification of the Goods which are required to conform with any applicable UK or EC statutory requirement or which do not materially impair the quality or performance of the Goods.
4. Alterations and Modification
4.1 Where the Purchaser instructs the Company to make some alteration or modification to the Goods, the Company will accept such instructions and use reasonable endeavours to carry the same out but on the following conditions:
4.1.1 The Company in following such instructions is deemed to have made no representation and gives no warranty as to whether the Goods can be altered or modified in accordance with the Purchaser’s instructions
4.1.2 The Goods that are altered or modified pursuant to the Purchaser’s instructions are excluded from the warranties given by the Seller pursuant to these conditions and in respect of such Goods; the Company shall be under no liability to the Purchaser whatsoever
4.1.3 The Company shall be under no liability to the Purchaser in respect of such alterations or modifications and the same shall be carried out entirely at the risk of the Purchaser
4.1.4 Notwithstanding the fact that the Goods may prove to be defective following the alterations and modifications being carried out thereto, the Purchaser shall pay for the Goods pursuant to these conditions
4.1.5 The Company shall be under no liability to the Purchaser in respect of the Goods if following the alterations or modifications being made to them, the Goods are not fit for the purpose the Purchaser intended to put the Goods to.
5.1 The price of the Goods shall be those quoted by the Company from time to time or where no price has been quoted, as listed in the Company’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, the Company’s published export price list shall apply. Where the Company is engaged in designing or manufacturing the Goods, the Company may increase the price to reflect the cost to it of designing and/or manufacturing the Goods.
5.2 All prices contained in quotations, acknowledgements of orders or elsewhere are subject to revision. Where the Goods (or part thereof) have been imported by the Company the price stated in a quotation or order acknowledgement represents the UK sterling price based upon the rate of exchange between UK sterling and the relevant foreign currency applicable to the date of the quotation or order acknowledgement. At the time of invoicing a currency/exchange rate correction factor will be applied (if necessary) to the quoted or acknowledged price to take account of any change in the relevant exchange rate between the date of quotation or order acknowledgement and dispatch of the Goods to the Purchaser.
5.3 All prices quoted unless otherwise provided are valid for thirty days or until earlier acceptance by the Purchaser. The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to:
5.3.1 Any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser, or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions
5.3.2 Any factor beyond the control of the Company (including but without limitation any foreign exchange fluctuations, currency regulations, alteration of duties, significant increase in the cost of labour and materials or other costs of manufacture).
5.4 Prices are exclusive of any applicable value added tax, which the Purchaser shall be additionally liable to pay to the Company.
5.5 Where carriage, insurance, storage or other charges are incurred by the Company (including any charges levied by the Company for “inspection certificates”, storage at the Company’s own premises and/or handling charges in consequence of any act or omission of the Purchaser, its servants or agents or as a result of any special requirements or stipulations of the Purchaser not otherwise provided for in the Contract) are charged separately from the price, they shall be payable by the Purchaser as if they form part of the price.
5.6 In the event of the Purchasers varying any agreed call-off rate, the Company reserves the right to charge a price appropriate to the changed call-off rate.
5.7 Quoted prices do not include hosting costs which (including in relation to hardware and communications requirements) will be supplied on application. Non UK hosting will be subject to a separate pricing structure. In the event a “Partial Host” option is preferred an additional monthly charge will be made by direct debit from installation. Notwithstanding any quoted prices where integration work is required there will be additional charges and for training, site and product build work there will be further charges set on against the Companies standard day rate. There will also be additional costs (available upon application) where back ups are required external to the specified system.
6.1 Initial Orders are Pro Forma invoice, until a Purchaser account is established with the Company.
6.2 Subject to any special terms agreed in Writing between the Purchaser and the Company, the Company shall invoice the Purchaser for the price of the Goods on or at any time after the Goods have been despatched for delivery to the Purchaser. The Company shall be given full access to the Purchaser’s systems through security and firewalls until payment is made in full.
6.3 The Purchaser shall pay the price of the Goods (less any discount to which the Purchaser is entitled, but without any other deduction) within 30 days of the date of the Company’s invoice (“the due date”) unless otherwise agreed in writing by the Company notwithstanding that delivery of the Goods may not have taken place and the property in the Goods has not passed to the Purchaser. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 Goods are not supplied on credit terms unless such terms have previously been agreed in Writing by the Company. The Company reserves the right to withdraw any such credit terms at any time.
6.5 If the Purchaser fails to make full payment (including any Value Added Tax payable) by the due date all of the Company’s invoices rendered (or to be rendered) to the Purchaser (whether in respect of the Contract or any other contract between the Company and the Purchaser) shall become immediately due and payable to the company. Without prejudice to any other right or remedy available to the Company, the company shall be entitled to:
6.5.1 Cancel the Contract or suspend any further deliveries to the Purchaser
6.5.2 Appropriate any payment made by the Purchaser to such of the Goods (or the goods supplied under any other contract between the Purchaser and the Company) as the Company may think fit (notwithstanding any purported appropriation by the purchaser); and
6.5.3 Charge the Purchaser interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per cent above base lending rate as varied from time to time, until payment in full is made
6.6 All costs and expenses reasonably incurred by the Company in recovering monies due to it will be charged and be payable by the Purchaser.
7.1 Delivery of the Goods shall be on ex works basis and shall be made by the Company despatching the Goods for delivery to the Purchaser at the delivery address notified to the Company at the time the order is placed.
7.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Purchaser.
7.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
7.4 If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Purchaser’s fault, and the Company is accordingly liable to the Purchaser, the Company’s liability for any loss, damage or expense incurred or suffered by the Purchaser shall be limited to the price of the Goods not delivered.
7.5 If the Purchaser fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Purchaser’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may:
7.5.1 Store the Goods until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of storage; or
7.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract
7.6 Where the Company arranges carriage and/or insurance of the goods for transit to the Purchaser the Company shall be deemed to be acting solely as agent of the Purchaser and Sections 32(2) & (3) of the Sale of Goods Act 1979 shall not apply; and where the Goods are exported the Purchaser shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties
7.7 Call-off orders must be completed within one year from the date of the first delivery. Only in exceptional circumstances will the Company agree to delay delivery of an order beyond the date agreed when the order is accepted, The Company shall have sole discretion in determining whether exceptional circumstances exist and whether to agree to delay delivery, and reserves the right to pass on to the Purchaser any extra cost involved.
7.8 Any claim by the Purchaser in respect of any alleged short delivery or discrepancy in delivery must be notified to the Company by notice in writing by the Purchaser within 7 days of the receipt of Goods. The Company will not accept any claim in respect of any alleged or discrepancy notified after this time.
8. Risk and Title
8.1 Risk of damage to or loss of the Goods shall pass to the Purchaser at the time of despatch from the Company’s premises. This Condition shall apply where the sale is made CIF or any delivery point in between.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other Condition, property in the Goods shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Company to the Purchaser for which payment is then due.
8.3 Until such time as property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Company’s fiduciary agent and bailer, and shall keep the Goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property.
8.4 Notwithstanding that the Goods remain the property of the Company the Purchaser may use the Goods in the ordinary course of the Purchaser’s business at full market value for the account of the Purchaser. Until property in the Goods passes from the Company the entire proceeds of sale or any insurance proceeds payable in respect of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
8.5 The Purchaser’s right to use the Goods shall automatically cease if a receiver manager or administrator is appointed over the assets undertaking or property of the Purchaser a winding up or Administration Order is made or petitioned against the Purchaser.
8.6 The Company shall be entitled to recover the invoiced price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company
8.7 Until such times as the Property in the Goods passes to the Purchaser and are still in existence the Company shall be entitled at any time to require to deliver up the Goods to the Company and, if the Purchaser fails to do so forthwith, the Company shall be entitled upon reasonable notice to enter upon any premises of the Purchaser where the Goods are stored and repossess the Goods. In the event that the Goods are in the possession of a third party, the Purchaser shall use its best endeavours to procure the consent and co-operation of such third party to facilitate re-possession of the Goods by the Company.
8.8 The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness of any of the Goods which remain the property of the Company, but if the Purchaser does so all moneys owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
9.1 Where the Company accepts that it has supplied the wrong Goods (but not otherwise) the Company will issue a return number with which the Purchaser shall identify the relevant Goods prior to returning them to the Company. The Company will refund all reasonable costs incurred by the Purchaser in returning the Goods. In all other cases, returned Goods shall only be accepted by the Company by prior agreement and then only if return carriage is pre-paid by the Purchaser.
10. Catalogue Descriptions
10.1 Whilst the Company takes every precaution in the preparation of its catalogues, technical circulars, price lists and its other literature, these documents are for the Purchaser’s general guidance only and the particulars contained therein shall not constitute representations by the Company and the Company shall not be bound thereby.
11. Intellectual Property
11.1 The Specification[s] and design[s] of the Goods (including the copyright or other intellectual property in them) shall as between the parties be the property of the Company.
11.2 While the Company is not aware that any of the Goods sold under these Conditions and/or the use thereof for their normal purpose infringes the patent or other proprietary rights of third parties in the United Kingdom or elsewhere, no warranty is given and no obligation or liability is accepted by the Company for any infringement or any loss, damage or expense associated thereto.
11.3 Where any designs or specifications have been supplied by the Purchaser for manufacture or to the order of the Company then the Purchaser warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
12. Warranty and General Liabilities
12.1 Subject as otherwise stated herein, the Company warrants that the Goods are free from significant defect in workmanship and materials at the date of delivery. Where the Goods are not of the Company’s manufacture, the warranty period and its terms shall be limited to such warranty as the Company receives from the manufacturer(s) of the Goods. In particular, in respect to new equipment, a warranty of 6 months is applicable and in respect to 2nd user equipment, a warranty of three months.
12.2 The Company’s warranty shall be limited as follows:
12.2.1 The Company’s liability under the warranty shall be limited to the supply of labour and materials to repair any defects in the Goods, or at the Company’s option, to replace the defective Goods. The Company shall supply the said labour and materials free of charge, save for transport costs, travelling time and engineer expenses, and
12.2.2 The Company shall have no liability in respect of any defect arising from (I) any drawing, design or specification supplied by the Purchaser or (ii) fair wear and tear, wilful damage, negligence, failure by the Purchaser (or the Purchaser’s customer) to follow the Company’s instructions (whether written or verbal), misuse (including the use of the Goods for purposes inconsistent with the specifications), (express or implied), alteration, repair or incorporation of the Goods into another product without the Company’s prior approval in writing, and
12.3.3 The Company shall have no liability if the total price payable for the Goods has not been paid by the Purchaser by the due date.
12.3 The above warranty is conditional upon the following:
12.3.1 notice of the defect must be delivered to the Company in Writing within 7 days of the date of delivery or where the defect was not apparent upon reasonable inspection on delivery within 7 days of the discovery of the defect; and
12.3.2 Where the defect is discovered (and notified to the Company) within 7 days of the date of delivery, the Purchaser must give the Company a reasonable opportunity to arrange for inspection of the Goods in the condition and location in which they were delivered, or
12.3.3 where the defect is discovered at a later date, the Goods in question (a) must have been properly stored and/or operated by the Purchaser prior to the defect occurring (b) must not have been subjected to wilful damage abnormal working conditions misuse or alteration or repair without the company’s approval
12.4 The above warranty will be void and the Company will not have any liability to the Purchaser where the provisions of clause 12.3 have not been complied with in full by the Purchaser.
12.5 The Goods are sold on the basis that the Purchaser does not deal as a consumer (within the meaning of the Unfair Contract Terms Act 1977) and that the Purchaser has satisfied itself as to the suitability of the Goods for use or resale by the Purchaser in accordance with the Purchaser’s specialised knowledge and skill. Subject as otherwise provided in these Conditions, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.6 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any direct, indirect, special or consequential loss or damage (whether for loss of profit, expenses incurred in the ordinary course of business or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its servants, employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Purchaser, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as otherwise expressly provided in these Conditions.
12.7 The Company shall not be liable to the Purchaser in any way whatsoever or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Company’s reasonable control.
12.8 Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or power failure or breakdown in machinery.
12.9 In circumstances such as those in clause 12.8, delivery shall be suspended. The Company shall be entitled to cancel or rescind the Contract and shall not be liable for any loss or damage as a result of such cancellation or rescission. If the Goods cannot be delivered or collected within three months from the original delivery date, the Purchaser may, at its option, cancel the contract for the Goods (without liability to the Company), save that whether the Goods have been specially obtained for the Purchaser and in the Company’s reasonable opinion there is no readily available market for them, the Purchaser may not cancel the order and shall remain liable to pay the Company the full purchase price for the Goods.
12.10 The Purchaser is advised to install virus protection, fail safes and back up solutions wherever possible and the Company cannot be held responsible for any damage or loss of data caused by the Purchaser`s failure to do so or in any circumstances whatsoever.
13. Health and Safety at Work
13.1 The Purchaser shall be solely responsible for and shall indemnify and keep indemnified the Company against any loss, liability or expense arising directly or indirectly from use of the Goods other than in accordance with the uses to which a competent engineer would put goods of that description and specification of which may be contained in literature supplied by the Company. It is a condition of any order that any information which may have been supplied by the Company about the use for which goods are designed and the results of any relevant tests and about conditions necessary to ensure that goods will be safe and without risk to health when properly used, are publicised or displayed by the Purchaser and that specification of goods contained in trade categories or circulars are made known by the Purchaser to those persons who will use the Goods.
14.1 The Purchaser undertakes that during the term of the Contract and thereafter it will keep confidential and will not use for its own purpose nor without the written consent of the Company disclose to any third party any information of a confidential nature regarding the Company and the Goods (including trade secrets and information of commercial value) unless such information is public knowledge.
15.1 The order or any right or rights of the Purchaser hereunder may not be assigned in whole or in part without the prior consent of the Company in Writing.
16.1 The Company may (without prejudice to any other rights it may have) by notice in Writing to the Purchaser terminate the Contract forthwith or suspend further deliveries of the Goods if:
16.1.1 The Purchaser commits any breach of any of the Conditions (including without limitation Conditions as to the time for payment of the purchase price) or of any other contract with the Company (save where the breach is capable of remedy and the Purchasers has remedied the same within 7 days of receiving notice in Writing from the Company requiring the same to be remedied); or
16.1.2 The Purchaser makes any voluntary arrangements with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
16.1.3 An encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Purchaser; or
16.1.4 The Purchaser ceases, or threatens to cease, to carry on business; or
16.1.5 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
17. Cancellation and Amendment of Orders
17.1 Subject to Sub-Clause 17.2 the Company shall only accept cancellation of orders upon receipt of any undertaking that the Purchaser will pay those costs arising out of the cancellation (which costs shall be determined by the Company and calculated with reference to the length of time between the cancellation date and the due delivery date and will include the total loss suffered by the Company).
17.2 Goods subject to Special Orders cannot be cancelled and the relevant Goods shall be delivered to the Purchasers. Payment of the full price for the relevant Goods shall be made to the Company in accordance with the Conditions notwithstanding any notice from the Purchaser cancelling or purporting to cancel a Special Order.
17.3 The Purchaser shall indemnify and keep indemnified the Company against any loss, liability or expense whether arising directly or indirectly by virtue of any act, omission or default on the part of the Purchaser in connection with this provision.
17.4 In the event of any amendment(s) to an order, this must be authorised by the Company in Writing and a minimum notice period of 7 days must be given
18.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
18.2 No waiver by the Company of any breach of the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other Condition.
18.3 If any of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other Conditions and the remainder of the Condition in question shall not be affected and the parties hereto shall renegotiate the terms of the Condition so invalidated with a view to agreeing a revised and valid Condition.
18.4 It is not intended that any third parties should be entitled to enforce the terms of this Contract (unless otherwise expressly so provided) purely by virtue of the Contracts (Rights of Third Parties) Act 1999.
18.5 The Contract shall be governed by the laws of England, and the Purchaser agreed to submit to the exclusive jurisdiction of the English courts.